


Transformers Prime: Project Red

by StormFireGirl



Series: The Project Series [1]
Category: Transformers: Prime
Genre: F/M
Language: English
Status: In-Progress
Published: 2014-09-04
Updated: 2015-01-09
Packaged: 2018-02-16 03:29:08
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 12
Words: 32,178
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2254164
Author URL: https://archiveofourown.org/users/StormFireGirl/pseuds/StormFireGirl
Summary: <blockquote class="userstuff">
              <p>When Red Botson, the only known techno-organic in existence is kidnapped, the last thing she ever expected to find was love. Love with the wrong side. Love with the mech that took her away from everything she had. Soundwave.</p>
<p>Soundwave was never expecting his past to come back and haunt him. But lo and behold, with the arrival of Red and his charge of taking care of Megatron's 'Pet', memories long shut out have returned to haunt him. Or maybe, to show him what really matters in his life. What he must fight for. But can the silent Decepticon go against all he's known to save Red?</p>
            </blockquote>





	1. Chapter 1: Kidnapped

**Author's Note:**

> (I don't own TFP, just my techno-organic OC and other OCs belong to other users)

I am Red. Red Botson. I am different. I am a Techno-Organic. It wasn't until recently I found about my heritage, my origins, my creation. It wasn't that long ago I met them. The Autobots. My friends. My family. This is my story... my story about surviving exactly one month being a forced Decepticon. And helping one, who seemed cold and uncaring, emotionless and mute, find his voice... And this is how it began......

***

Soundwave pointed to a beeping screen, waiting for Megatron to look.

"Yes, what is it, Soundwave?" Megatron asked, raising an optic ridge as he glanced over at the monitor. "Autobot movement? So soon after our last spat? Interesting..." Megatron drawled, deep voice edged with true interest. "Any word from Starscream?"

Soundwave shook his head, silent as ever. But he insisted the silver mech look at the monitor again.

"I will send Knockout to deal with such a trivial matter. Those are merely the Autobot femmes."

***

Wildstar loved racing. She was a sports car, so it all came naturally to her. "Better hurry, or I might leave you two slow afts behind!" She called out to her friends, Arcee and Red Boston.

The purple and gold detailed Porsche 911 revved her engine and pushed her speedometer to 100 mph, dangerously shooting around a sharp turn. Behind her followed a blue motorcycle with a holographic person in the seat, dressed in biking leather and all. That was Arcee. The other coming into a close third was a red-headed fifteen-year-old girl wearing a Rollerblade Derby Uniform, going at a superhuman speed. She also cut the corner as well as Wildstar. She was Red Botson.

Red laughed. "NO WAY WILD!!! IF ANYTH'N, ARCEE'S 'TH ONE WHO'S GONNA BEH LEFT B'HIND!!!" She yelled above the wind.

The blue motorcycle, Arcee chuckled "Don't let it go to your processors you two!" Her engines revved and she zipped ahead of Red. "I can still hold my own!"

Red shot into a neck-and-neck position with Arcee, having no trouble keeping up with them. Wildstar turned abruptly and, seeing no one around, squealed happily, transforming and tackling the two of her friends right off the road and into the desert dust. She didn't care if she got her finish dirty. It was just some paint and easily fixed up with Red's help. Red got up, laughing and her helmet disappearing. Arcee did the same, smiling and laughing herself.

"Looks like we're all tied!" Wildstar snorted, shaking herself off and glancing up into the sky when she heard engines. "Cons!" she yelped, claws ready. She stood between her femme friends, ready for anything. She just hoped it wasn't Megatron...

***

Soundwave shot through the sky and transformed before the three femmes, silent but not aggressive. He looked merely curious, visor hiding his face. A moment later a red and yellow Aston Martin joined him, Knockout giving the femmes a leer.

"Hello, ladies!" He drawled, winking at Wild.

She activated her cannons, although she didn't mind the sports car. He could be nice enough.

Red narrowed her eyes. "HANDS: ON!" The skin on her arms separated to reveal Cybertronian armour plating underneath, her fingers enlenghtened and palms having blasters. She blasted Knockout with a large quantity of red energy, while Arcee blasted Soundwave with her cannons.

Soundwave made a nasty hissing sound as he leapt out of the way, lithe and quick. He quickly deployed laserbeak and transformed, taking to the skies for an aerial attack.

"Get ready!" Wildstar shouted, pinning Knockout as the other two went after Soundwave.

"So you do like me, huh?" Knockout purred in her audio receptor, dentas close to her cheek.

"I do not like you! Although your finish is nice." She said, deciding to woo him into making foolish choices.

"WILDSTAH AH COULD USE SOME 'ELP 'ERE!!!" Red hollered, now facing Soundwave one-on-one. She yelped as he lashed his tentacles out at her, managing to leap out of the way. "AH MEAN T'DAY GAL!"

"You mean it?" He asked brightly, going into a whole conversation about it.

"Of course! But it would be a shame to have it ruined in a fight! How about you call a retreat and get away before one of them scuffs it up? How's that sound, big guy?" She purred back, letting him up.

"Good point, babe. Soundwave, let's go! We're outnumbered!"

Soundwave had Red by her wrists in the air, watching her intently as she struggled, but set her back down as nicely as a dangerous mech could. With that, he quickly transformed and followed Knockout into a space bridge.

"Is everyone okay?" Wildstar called, trotting over to her friends.

Arcee nodded. "What was that all about?"

Red just blinked, her green eyes speckled with red flickering. "Geez Louise!" She exclaimed. "Call meh crazay, but did y'all feel 'th powah come'n from tha' visered guy, what's-'is-face?!" She asked, her Texas drawl strong and syrupy.

Wildstar shook her head. "I only got to fight prissy Knockout. He's too vain to fight, but Soundwave could be difficult..." she admitted softly. "He probably spotted us on on his monitors."

***

Megatron had no interest in the small group of femmes, despite what Soundwave had insisted. He was more interested with when Starscream would return. The mech had gone out in a huff a good day ago and still had not returned.

"That imbecile most likely got captured or killed...which means I must waste valuable time looking for him." he snarled, claws digging into his metal desk. "Seekers do have a knack for returning to their masters, though..." he muttered to himself, deep down hoping Starscream was okay.

***

The next day, Red rollerbladed down her street, towards KO Burgers to meet Wildstar there. She skidded to a halt and saw Jack in the takeout window. She bladed over to it, hid beneath it, waiting for him to come over. And when he did...

She took a deep breath in, counted down from five to one, and then popped her head up, yelling, "'EEEEEY JAAAACK!"

Jack yelped and managed to drop all the food and drinks he was about to serve to some customers. He sighed and began to clean the mess up. "Uhm... Hi, Red. How did you know I would be on this shift?" Jack asked, annoyed but not for long. He liked her too much for getting angry with her.

Red grinned. "Techy's intuition!" She chirped, her ponytails swishing. She leaned one arm on the counter, eyebrow raised.

Jack rolled his eyes but roughed up her hair the way he always did for fun. "Stay out of trouble, will you? You promised Miko and I we would have a video game battle when I'm done working, remember?" he laughed, a huge grin on his lips.

Red smoothed out her hair. "Ya betchya!" She waved at a fry-cook with darker red hair and blue eyes, well toned and quite handsome. With a spatula he waved back, turning so he was visible.

"H'lo sis!" He said. It was her brother, Mitch Botson.

"Hey Jack! Mind throwing me some soda?" Wildstar asked from the drive through window, rolling up to a stop. She was one of those beings that could drink things other than energon and had become quite taken with bubbly soda.

"It isn't good for you!"

"Jack, just do it! I won't tell Optimus, I promise!" Wildstar laughed softly. Jack sighed, poured a soda and gave it to Red to give to her.

"Hey Stah! Take good care 'a mah sistah t'day, yah 'ear?" Mitch called as he poked his head out of the window. He too ruffled his sister's hair, making her giggle and smooth it out again.

Wildstar revved her engine and laughed. "I always take care of my friends!" she assured, wishing she could mean what she said. But she was just one femme in a war where only the strongest survived.

"C'mon Stah!!!" Red said as she got into Wildstar, smiling brightly. They drove off together, chattering away.

***

Megatron found it highly interesting now that he knew the Autobots had a new weapon! Soundwave repeated the images of his battle with the small, red-headed girl. A techno-organic. How... unexpected. He wouldn't think that Optimus would go looking for such a weapon, but now that he had one under his thumb, Megatron wanted her even more.

"Soundwave, capture the half-organic for me. I have other matters to attend to." He sighed, glancing out of the Nemesis's windows.

He was still hoping Starscream would return. Then a new sound entered his audio receivers. Megatron knew that sound. It was the sound of a certain mech's pedes. The mech was limping, but he was walking. Turning with a worried ferocity, Megatron's gaze landed on the battered form of Starscream.

"Where. Have. You. BEEN?!" Megatron roared, his Seeker lowering is wings with submission.

"Master, please...I'm barely standing! I need assistance!" he mewled, such a fragile thing in the end.

Megatron glanced around the control room, seeing no one else, and nearly crushed the Seeker in a hug.

"When you are well, I am going to punish to for abandoning myself and my cause. But for now you need rest." he murmured, nuzzling into Starscream's neck a tiny bit before pulling away.

***

Wildstar sped off down the empty Nevada roads, humming a little to a rock song Red tuned into from the radio. She liked human music. It was so pretty! "Do you hear something?" she suddenly asked, getting a bad feeling they were being followed...

"'An 'e's watch'n us all with 'th eye-... ah don' think so." She noted, taking a look around, then suddenly gasped, seeing the reflection in the rear-view mirror. "Uh oh!" She knew she was in trouble. Big trouble. "DRIVE WILDSTAAAAH!!!" She shrieked.

"Frag it all...Soundwave is back!" Wildstar yelped as she avoided a blast from his gun. "Red, you need to get out of here, he must be back for you!" She said, knowing how Red was a real asset to the war effort and Megatron only needed time to figure it out.

She gunned the engine, pushing herself right to the edge of her power. "Hold on, I'm going to dump you out on the side of the road and tackle him. Get ready to roll!" Wildstar called, door swinging open as she hurled her friend from her alt mode.

Red went flying out and rolled into a ditch, dazed. "Ugh... ahm okay!" She called out, struggling to her feet.

Snarling like a feral beast, Wildstar transformed and brought Soundwave out of the sky, sending them both crashing into the ground with a terrible screech of metal. "Call the others for a ground bridge! Quickly!" Wild shouted, grappling with the larger mech and having a hard time keeping him down.

Red quickly hit the small comlink Ratchet had made for her. -Red 't base! Wildstah an' ah need a groundbridge! We're being attacked by 'th cons!!!-

-We have a lock on your coordinates Red!- Ratchet echoed back. -We'll be there ASAP!-

Wildstar snapped viciously at Soundwave's face mask, her sharp claws nearly slicing through his chest armor as he rolled to avoid her. She might be an Autobot, but she had digits like a Decepticon. She let loose a pained shriek when Soundwave grabbed her by her neck and hurled her off of himself, bolting towards Red. She groaned, smelling the scent of spilled energon which was most likely hers.

"Red! Run!" She roared, trying to stand but feeling so weak...and she had promised Mitch and Jack she would protect her... Soundwave whipped around and narrowly missed grabbing Red's waist with one of his servos, faceless mask locked on her. Red yelped, dodging his attempt, then quickly turned around, facing the open desert.

"ROLLERBLADES: ON!!" Her feet whirred and shifted, turning into Rollerblades. She quickly sped off into the desert, Soundwave hot on her trail.

"Give him a run for his money, Red." Wild purred, comming Ratchet and the others. -We need backup and I'm down for the count. Soundwave is after Red- With that said, Wildstar passed out from energon loss and tried to rest while she self repaired as best she could.

***

Soundwave deployed Laserbeak before shooting ahead to cut her off. The techno organic would be his without much work, he was sure. With two against one, even the best fighter could fall. Red zipped along, delving into a canyon, where she thought she'd be safe. Then suddenly saw Laserbeak coming right for her!

"WHOA NELLIE!!!" She cried, screeching to a halt and zipping the other way... only to be yet again cut off by Soundwave. "Uh oh..." Red was trapped. "Stuh... stay 'way from meh!!!" She yelled, raising her hands. "HANDS: ON!" She shouted, and her hands activated. She repeatedly fired at both Laserbeak and Soundwave, trying to buy herself some time.

Soundwave made a deep rumble in his chest and shrugged off the shots like they were raindrops. As quick as a flash, he grabbed her in one servo and watched her struggle and squeak. Interesting little creature, she was.

***

-Soundwave! What news do you have about the little addition to the ranks?- Megatron asked over their com link, at the moment sitting quietly with an exhausted Seeker beside him.

-Capture: complete-

-Good work! Bring her back to the Nemesis before the others take her back- Megatron ordered, subconsciously petting Starscream's wing like an animal.

"What are you planning, Master?" Starscream asked, voice tired and weak.

"We will have a new addition to our cause, my pet." Megatron answered, surprisingly gentle with the half starved creature he called a Second in Command. "But now you need to rest. They will arrive soon enough."

***

A swirling blue-green circle appeared a few feet near the canyon ridge. A red and blue long-nosed truck cab, a blue motorcycle, and a large, green SUV came rolling out, transforming into Arcee, Bulkhead, and Optimus Prime. They heard Red's cries and quickly rush over to the ridge and peered down to see Red in Soundwave's grasp as he marched over to a groundbridge himself!

Arcee gasped. "RED!" She cried, then leapt down.

"Arcee!" Bulkhead shouted worriedly.

Arcee landed between the bridge and Soundwave. "Let. Her. Go." She ordered sternly, cannons ready to fire.

Red squirmed. "Ar... Arcee!!! Get outta 'ere!! He'll kill y'all!"

Arcee growled. "I am not going to let any 'Con take you. Ever!" She raised her cannons and fired at Soundwave, making repeated blasts and knocking him back a little. Soundwave merely swatted Arcee away with one long arm before throwing Red through the end of the space bridge. Then he too, walked in. Arcee cried out. "REEEEEED!!!"

She watched as the groundbridge close, her optics wide with horror. Soundwave and Red were both gone. "No..." She whispered. Optimus and Bulkhead slid down into the canyon. "I couldn't... I just couldn't!" She slammed her fist onto the ground, upset that she hadn't been able to save Red.

"It's okay Arcee... Soundwave's a tough guy to beat!" Bulkhead told her gently.

"That's no excuse..." Arcee hissed. "I've lost too many partners and friends to the Decepticons. I can't bear to see another one gone."


	2. Chapter 2: Flashbacks

**Summary for the Chapter:**

> Red's in bigger trouble than she imagined! Megatron is keeping her as a prisoner, but she's not about to go down without a fight! Meanwhile, Arcee recalls the first time she met Red and her brother, Mitch.

\---

Wildstar honestly didn't love Ratchet in any way, but he was nice to her when he helped her up. "Have they got Red back? I promised I would protect her!" Wildstar growled, straining against his hold on her, wanting to fight.

Ratchet shook his helm. "Stay still! They are retrieving her at this precise moment, Wildstar. Hopefully they will be able to rescue her. You know how powerful she is, of course."

Wildstar nodded, not trusting her vocalizer. Her golden optics looked out towards the mass of blue and green energy where her best friend was being taken away from them all. "I'll make sure I kill him next time we meet." she hissed to herself, claws flexing.

Soon, Arcee, Bulkhead and Optimus Prime came back. Wildstar felt her spark break when she saw they were empty handed, looking grim. So Soundwave had managed to steal their friend. "We'll get them back, Arcee. I promise." Wildstar comforted the saddened femme as they walked through the groundbridge Bumblebee sent them.

***

Soundwave had swatted Arcee away with one long arm before throwing Red through the end of the space bridge, sending her right into Megatron's pedes.

"What is that?!" Starscream squealed in fear, claws gouging into Megatron's plating

"That is our new guest." he rumbled, setting Starscream on his throne and picking Red up by her throat. "And what might you be called, techno-organic?" he asked, sharp dentas inches from her face.

Red gulped, trying to squirm free. "Ya... ya bettah let meh go, if y'all know whut's good fer ya!" She shouted at him, her toughness sparking. She tried her best to be brave.

Megatron laughed softly, a dangerous sound. "Isn't she a feisty little thing! Soundwave, take her to a cell before my poor Seeker has a spark attack." he drawled, noticing how Starscream was looking ill when near the techno organic. Typical weakling.

Soundwave silently took Red from the other Decepticon and padded off towards her new cell, glancing over his should at Megatron and Starscream with some jealousy. He hated how he had no mate and yet they were together! Those two of all mechs! Red hollered at Soundwave some more, filling in her role of being 'feisty' as Megatron put it. "I ain't 'fraid of any of ya Cons, ya hear me?! No siree! Just ya'll wait! The bots'll come for me, ya'll see- ARE YA EVEN LISTN'N TAH ME?!!" She yelled, thrashing in his grasp.

Soundwave shook her a little, wanting her to be quiet. Glaring under his mask, the mech brought her into the Nemesis where she was soon dropped into a cell. He glanced back at her to see if she was causing any trouble and decided she wouldn't. He would be back within the Earth hour to make sure. Red was a little rattled from Soundwave's shaking. But the moment she was out on the ground, she scrambled upwards and shot towards the door... Only to have it slam in her face.

"OW!" She stumbled backwards, rubbing her nose. "Aw, snap!" She grumbled. "How am ah gonna git m'self outta THIS one?!"

She began to scrambled around her cell, looking for a way out. Soundwave returned to tell Megatron what news he had of the techno organic when he stopped dead in his tracks. What was he doing?! He didn't want to see any more closeness between the warlord and his traitorous second! So he huffed softly and returned to his place guarding the techno organic's cell. Red stopped and stayed still when Soundwave returned.

"Inquiry: Name?" he asked, pointing at Red as he asked. He figured he may as well get used to her. She was the only companion he could think to talk to now.

Red glared at Soundwave. "Ah ain't talk'n 't ya!" She snapped, despising ever single Decepticon after the fateful day she met the Autobots.

Soundwave merely sat down in front of the cell, watching the little half human from behind his visor. "Inquiry: Name?" he asked yet again, wanting to know what they would need to call her for her to respond. Names could be a powerful thing sometimes.

Red huffed, crossing her arms and glaring up at Soundwave, her green eyes snapping. "...... Mah name is Red. 'An tha's all ya need tah know bustah!" She said flatly, her Texas drawl yet again making a grand appearance.

Soundwave stored that valuable information away in his processor before he tried another question. He had little else to do. "Inquiry: Location of residence?" he asked, wanting to start some form of conversation.

Red continued her glare. "Why? So ya an' all 'a 'em 'Cons can 'urt mah familay? No way!" She thrusted her arms outwards, showing her disapproval.

Soundwave shook his helm, raising a spindly servo. "Incorrect: Merely to converse." he stated, entirely honest. Deciding to try something less personal, the mech offered Red some energon. "Inquiry: Energon required for fuel?" he asked softly, offering her a small cube he had prepared before her capture. 

She poked at it. "Uh.... Okaaaaay..." _What's he playing at?_ She thought. "Can't eat this 'ere stuff sorray!" She wasnt going to fall into some sort of trap. She had to be cautious. "Why are ya be'n so nice tah me? Whut? Is it 'Be Kind To Yer Captive Day' or someth'n?!"

Soundwave almost whined at her ornery nature. He had never guessed that a techno organic would need so much care and attention! Rubbing his helm with his free servo, the mech set the energon cube down in the floor outside the cell. "Inquiry: What fuel is required?" he asked, knowing he had to keep her alive lest he lose his head to an enraged Megatron. 

"Uhm... Lahke human fuel and watah?" She drawled.

Soundwave quickly stood, deciding he needed to fetch the techno-organic some organic food and was gone without another word, making his way out of the Nemesis and targeting the nearest human food storage unit called a 'grocery store'. 

Red watched Soundwave leave and sighed. "Terrific! Now whut?" She pondered for a minute, pacing back and forth across her cell, until her eyes hit the energon cube laying outside of the cage... An idea instantly hatched, and a happy smirk spread across her face. Making sure the coast was clear, she backed up.

"Hands: On!" She whispered.

Her hands activated and her blasters hummed as they charged. She blasted the cube, which, in return, exploded and shattered the seal on the door. "Yes!" Red cried in triumph, quickly dashing outside and down the corridor. She ducked and watched as two Vehicons passed by, then shot out of her hiding place and continued her daring escape.  
  
***

Meanwhile, back at the Autobot base, a new light came onto the monitor. "It's a new life signature!" Wildstar said, peering over Ratchet's shoulder to look. "Let's go see if its an ally!"

Ratchet grabbed her plating. "WHOA now! " he said. "We don't know if its Decepticon or Autobot!"

"But wasn't it the same with Red?" Smokescreen asked, coming from behind.

Ratchet's optics widened as the signal became clearer. "Wheeljack!" He exclaimed. "It's Wheeljack!"

Every bot looked excited. "Haven't seen Jackie forever!" Bulkhead said happily. "Not since... Since-"

"The stellar cycle before we met Red?" Arcee sighed.

Red was on everyone's processors. And how were they going to be able to tell Jack, Miko, Mitch and Raf that Red was gone? Wildstar glanced over her shoulder at Smokescreen, the mech she had had her optics on for a while now. He was handsome and funny despite his sometimes overly bold actions.

"Smokescreen and I can go scouting." she said suddenly, smiling at Smokescreen.

Scouting... That one word echoed in Arcee's audio receivers. It was the same thing she had been doing when she had stumbled across Red for the first time, well, more like met, fighting off two vehicons attacking her and her brother...

**Flashback....**

_Arcee was doing patrol with Wildstar. There had been a powerful energy surge in Jasper that had caused a blackout, but before it could be traced it had died. So now, Decepticons were frequently patrolling the streets in hopes to find the mysterious source. They went through the outskirts of Jasper, through the last buildings of the trailer park. --Arcee to base! No 'Cons here. Looks like Miko's sighting wasn't that 'extremely positive' as she thought.--_

_Wildstar laughed. "Yeah! Maybe so-" Just then, two purple sports cars drove into view. "Decepticons!" She cried, screeching to a halt._

_Both ducked into an alley. They didn't seem to notice the two Autobots and continued to drive. "So Miko wasn't exaggerating after all." Arcee said, watching the cons drive by. Suddenly, two streets down, a dark green, rusty pickup truck came shooting out of nowhere._

_"WATCH OUT!!!" Came a male voice. The driver t-boned the vehicon to the left and they skidded before finally halting. A young man in his early twenties leapt out of the truck and rushed over to the badly dented vehicon. "Good gollay suh! Are y'all alright?!" He had a western accent, red hair and was well-built._

_A scrawny girl a bit younger than him also scrambled out of the truck, her fiery-red hair tied into two long ponytails. "Mitch! Fer gosh darn sakes, HONK 'th next time Jess is 'bout tah drive intah 'th middle of 'th road!" She scolded him, hands on her hips. Before anyone could say anything else, the dented vehicon transformed. So did the other one. The man, Mitch, and the red-headed girl jumped back, terrified. "Mitch!" She yelped._

_Arcee and Wildstar quickly sprang into action. They gunned their engines and came shooting out of their hiding place, streaking towards the cons before transforming into their robot-mode. Both took on the cons, landing numerous kicks, punches, and blasts at them, while Mitch and the girl watched wide-eyed. Then, one of the 'Cons quickly grabbed Mitch and held him up as a shield. Arcee couldn't do anything to help, and froze momentarily, until she heard it._

_"HANDS: ON!"_

_There was a rapid fire and the Vehicon lurched forward. Arcee turned her head and her blue optics widened when she saw the young girl's hands had turned into a laser-cannon of sorts. She rapidly fired, causing the Vehicon to drop Mitch. Arcee quickly sprang into action and caught him while the girl finished off the Vehicon and Wildstar sent the other one rushing away. "HANDS: OFF!" Her hands turned back into regular human hands._

_She stared up at Arcee and Arcee stared right back, both in disbelief. After a long moment of silence, Mitch spoke up. "Uh... wow... uhm... thanks ma'am."_

_Arcee snapped to. She put him down gently. "If you ever say a word about us, then I'll hunt you down and finish what they started. Forget you even saw us." She ordered them, transforming._

_But before she and Wildstar could leave, Mitch shouted. "WAIT!!! Yer lahke mah sistah!"_

_The girl's eyes widened and she gave Mitch a look. "Mitch! Ah though' ya said-"_

_"Sis they can 'elp ya! Don'tchya see? They can transform exactly lahke ya!"_

_This perked Wildstar's interest. She turned to Arcee. "Arcee, she can-"_

_"I heard...." Arcee sighed. She knew what she had to do. --Arcee to base! I have some... tag-alongs coming back with us.--_

_\--Who?-- Ratchet boomed over the com-link._

_Arcee turned to the girl. "What's your name?"_

_"It's Red..." She said._

**Flashback End...**

The last words echoed in her brain. She sighed. "Just... be careful you two."

"We'll be okay, Arcee. I promise." Wildstar said firmly, optics bright. "And we'll try and get a lock on Decepticon signals to track where Red is." Wildstar turned to Smokescreen, optics lingering on his handsome faceplate and determined expression. He was cute when he was focused. "Ready to go, big guy?" she asked smoothly, her voice a soft purr.

"Yeah sure just gimme a sec-"

"Come on, Smokescreen, let's go!" Wildstar said, tugging at his servo a little.

"Okay! Whoa take it easy Wild! Hah!" Smokescreen said, being dragged along.


	3. Chapter 3: Branded

**Summary for the Chapter:**

> Uh oh! Red's been caught red handed (ha-ha.) and is still a prisoner on the Nemesis! But why is Soundwave acting so... weird? Meanwhile, the human companions find out their friend is missing, but hatch a plan to find her and get her back! Can they pull it off?

\---

 

Wildstar was pushy and insistent, always needing something.  "Do you think we'll catch any Decepticon signals?" she asked, wanting to start up conversation. After all, she had had her sights on that handsome young mech for a while now.

"Probably. You know how they are! Careful one click, careless the next!"

Wildstar nodded, hoping he was right. "If you say so, Pokey." she giggled, revving her engine and speeding past him. "Catch me if you can, big guy!" she laughed.

Smokescreen chuckled. "You're worse than Red!" He taunted, then transformed and raced after Wildstar. He secretly liked Wilstar. A lot. But he could never tell her. No siree.

 ***

Starscream was just allowed to get himself some fuel when the small, techno organic nearly ran into his pede. He let out a somewhat girly shriek and threw himself back at his mate, claws digging into Megatron's armor seams. "Get that thing back in its cage!" Starscream roared, pointing a claw at her. Megatron snarled and threw Starscream off of him and nearly crushed Red under one massive servo.

"You would be wise to stay in your cage, little thing."

Red squirmed. "N-no...." She growled. "Ah ain't gonna quit! Ah ain't gonna quit fight'n all 'a ya! Nevah!" She shouted at Megatron. She knew it was a stupid idea. She was probably gonna be in deep, deep trouble for what she just said....

Megatron gnashed his sharp dentas with fury, deciding he would rather have her dead than alive. Snarling, standing fully up and lifting his cervo and swinging at her with his fist, he managed to step on Starscream's wing as the mech attempted to get up after being thrown over onto his aft. He made a horrible screech of agony, tearing away from Megatron and bolting. He knew he shouldn't have come back! That mech was out to torture him!

"Starscream!" Megatron shouted, knowing he would have to chase him down.

Soundwave came back just then and saw Megatron about to squash the small half-human, Red as she was called. "Apologies: Techno-organic now under control. Problem: hungry." Soundwave said, quickly snatching Red up when she wasn't looking.

"I have to go get my idiot..." Megatron growled, loping down the hall to track down his skittish Seeker.

Red groaned. "So much fer mah escape!" She glared at Soundwave. "Curse all 'a ya cons..." Soundwave said nothing, shaking her a little to daze her before padding off towards the cell. The little creature would not get the best of him. Not anytime soon. The moment Red hit the cell, she shook her head to clear the dizziness from Soundwave shaking her. She remained seated on the ground, arms crossed and glaring up at the tall, faceless con. "..... Ah hate'chya." She grumbled.

Soundwave ignored the little insult and offered her a massive crate of apples and a five gallon jug of water he had snagged from the nearest store. He pushed them into the cell with her and waited, watching closely as he waited for her to eat. Red's stomach growled, and the sight of the food made her mouth water. But a sense of her pride made her not go anywhere near it. Although she had missed her supper... And maybe breakfast too. She smacked her lips. Come to think of it... apples were her favorite. So, taking a deep breath in, she walked over to the crate of apples, took one, plopped back down and took a bite. Soundwave heard the wet, juicy crunch and saw the organic fuel called an 'apple' being devoured steadily by the techno-organic. He gave a satisfied nod, but didn't leave, knowing that if he did she would probably try to escape again. And get herself killed. She continued to eat the apple until all was left was the core. Putting it down, she turned to the jug of water. She didn't care about her pride now. She was extremely thirsty. She unscrewed the lid and tilted it up, and began to gulp down the water like there was no tomorrow. She finally stopped, gasping for air.

".... Thanks. Ah guess." She mumbled half-heartedly.

Looking around, she couldn't find any sort of place for her to lie down. Determining that she'd have to just improvise, she yanked off her red, faded hoodie, balled it up, and placed it on the ground. Giving it a couple thumps with her fist, she curled up into a small ball, back turned to Soundwave. But the feel of his steady gaze destroyed her mood to sleep. "DO YA MIND?!" She finally snapped, sitting up and glaring at him.

"Problem: You wish to escape. Solution: I must watch you to eliminate all possibilities."

Red raised her eyebrow, and then it dawned on her. He was making sure she didn't try to escape while he was gone. "Grr... cons..." She grumbled, now standing up, taking her hoodie and going off to a far corner.

Curling up there, she yet again attempted to fall asleep. And she managed to finally doze off this time. Soundwave continued to stare at the small, curled body of the techno-organic called 'Red'. She was a very interesting little thing. All organics in this world were. He wondered how an organic could also be half Cybertronian. Only time would tell, he determined.

***

Wildstar veered off onto a side road once they finished chatting with Wheeljack, the mech bringing them news of the nemesis's last location. "Mind if we just stay outside a little? I dont want to be stuck at the base anymore than I have to!" She giggled, transforming and sitting down on the edge of the road.  

Wheeljack nodded. "Sure." He and Smokescreen also transformed. "So what's this I hear 'bout a techno-organic?"

Smokescreen's grin, which he'd been wearing happily wavered. He looked at Wildstar, signaling she had to tell Wheeljack about Red... and what happened to her no more than three earth hours ago. 

"Well, we did have Red Boston on our side, but she was taken from us by the Decepticon, Soundwave." Wildstar said, optics downcast. "That is why we need your held to track the Nemesis."

Wheeljack's optics widened. "Say no more! I'll be more than willing to help... 'Cept, the Nemesis was on the move again. And if they have her, they'll make sure to stay hidden."

Smokescreen groaned. "Oh great! Now what are we gonna do?!"

Wildstar sighed, picking at her claws. "We will have to wait things out." she said softly, golden optics glancing up into the sky. "If we keep up the work, I'm sure we'll get her back. That or the 'Cons will want her off their backs." Wildstar yawned a little, wanting to get back to base. Perhaps there was news. They had done what they could for the time being.  "Smokey, can we get back? I'm running out of fuel." Wildstar murmured, pawing at his arm plating.

Smokescreen chuckled. "Hah! You can be so whiny sometimes Wild!" He teased her, making sure his tone of voice was set on 'tease'.

Wheeljack stretched, then noticed a rusty dark green pickup trick come rolling down the highway. "Car!" He quickly transformed.

Smokescreen and Wildstar laughed. "Relax! It's only Mitch and Jess!"

"Mitch and Jess?" Wheeljack asked.

"Mitch is Red's older brother... older organic brother that is." Smokescreen explained. "Let's get inside... the others will be waiting for you... and we also have to break the news to the humans about Red." They went inside shortly after Mitch and Jess.

Jack, Miko, and Raf were all sitting on the worn couch, waiting for Red to come. "She's taking, like FOREVER!" Miko huffed impatiently, crossing her arms and tapping her foot.

Jack laughed. "Miko relax! It's not like something's happened to her!"

Wildstar, Smokescreen and Wheeljack came in right behind Mitch, who instantly parked his truck and leapt out. "Ah came 'ere soon as ah could! Whut 'appened?!" He asked worriedly.

Miko, Jack, and Raf first looked at each other then at Wildstar, who looked a bit upset herself. ".... We don't want you to panic... and I mean don't... but, Red's gone." She told them.

"Gone?!!" All four humans exclaimed.

"She was taken by the Decepticons."

Miko gasped and covered her mouth. "No..." Jack whispered. Raf looked horrified.

Mitch was stammering over his words. "Mah.... Mah sistah's bin.... bin kidnapped by 'em 'Cons?!"

"I tried my best... we all tried to stop him... we were just too late."

Wheeljack transformed. "You must be her organic brother, Mitch right?"

"U-uh... yeah ahm he!" Mitch agreed.

"I'm sorry for your loss, Mitch, and I swear I'll do my best to help find your sister." Wheeljack told him. Then the computer screen blipped.

"Incoming call from Agent Fowler!" Ratchet alerted them.

"Prime! Mind telling me why all of the sudden the Cons have taken an interest in grocery shopping?!"

"What?" Wildstar said aloud, confused.

The dark-skinned face of Agent Fowler scowled at her. "At nine-hundred hours today, a local grocery store was attacked by him!" He showed them a security footage of a tall, dark Decepticon.

"Soundwave!" Arcee growled.

"He stole a three-foot crate of apples and a five-gallon jug of water! Luckily my boys were able to keep things quiet and stop the media. But what's a 'Con doing stealing food?!"

They all knew what it meant. "Soundwave has mah sistah suh!" Mitch spoke up first.

"Your sister-... you mean that techno-organic?!"

"Unfortunately, Agent Fowler, Soundwave has recently kidnapped Red Botson and the Decepticons are currently holding her." Optimus Prime informed him.

"Apples are mah sistah's favorite! Must've found tha' out some'ow!" Mitch agreed.

"Well, make sure she's found! I don't want the FBI on my tail because of a civilian, half Cybertronian or not, being held captive by a bunch of Cons! Agent Fowler, out!"

Ratchet sighed. "So now what?"

"We know he's take'n food for Red, right? Well, 'th next tahme 'e goes 'an takes some food, we should beh there and maybeh plant some sorta track'n device on 'im?" Mitch suggested.

"Of all the absurb ideas, that one is.... not a bad idea..." Ratchet admitted.

"So when 'e delivers 'th food tah Red-"

"We'll get a lock on the Nemesis-"

"AND BRING RED BACK!" Mitch, Raf and Miko finished.

"This might actually work!" Jack approved.

"Still, let's not get our hopes up. We still need to be patient and wait." Ratchet informed them. "But, I will prepare the tracking device and contact Agent Fowler to keep tabs of anymore attacks on the stores."

"Then it's settled! Hold on 't yer hat Red! We're come'n fer ya!" Mitch said happily.  

***

Soundwave had been the one assigned to brand Red the next morning, having pinned her with one servo and getting the brand heated in his other while the techno organic tried to rid herself of the sound-blast he had thrown at her. She was momentarily dazed, which was all he needed to mark her. Red could smell something, oil being heated quickly. Her left arm was sticking out in a funny way under Soundwave's massive, spindly servo. She could only assume what was gonna happen. Thrashing wildly, she screamed at him.

"NO!!! ST-STOP!!! NO!!!" She then felt something immensely hot press against the skin on her arm. She shrieked blue murder, eyes watering from the pain. The smell of burning flesh filled her nose. She had just been branded. Branded like some sort of cow. A single, pain-filled tear ran down her cheek as she angrily glared up at the Con, her fury hotter than the brand he'd used. "AH AM NOTTA 'CON YA GOT THA'?!!" She shrieked loudly.

"Correction: You must be a Decepticon to stay online." Soundwave told her.

He could see the odd, soft-armour plating humans called 'skin' red and burned from the brand. The techno-organic's facial expression expressed that she was in deep pain. So, picking up a small, cool woven metal-like cloth used to heal dents, scratches and such, he gently placed it on her burn and watched her flinch and whimper. Such and interesting creature indeed, she was. Something so small and delicate as she was, and yet she wasn't afraid of himself or any of the other Decepticons.

He stored this puzzling information and continued to gently dab the burn, keeping her securely pinned. Finally, he stopped, allowing her to stand. Red looked down at her arm and gasped. Stapled, bold and black, the skin around it red and tender, was a Decepticon symbol. She'd been just labeled as a Con. She screeched and began to claw at her skin, trying to tear it off. Soundwave quickly restrained her again, listening to her angry, screams and cursed-filled cries.

"AH AM NOTTA 'CON!!! AH AM NOTTA 'CON!!!" She repeatedly yelled at him, pinned securely to the ground, tears gushing down her face. "AH AM NOTTA 'CO-MMM!" Soundwave picked her up and pressed a digit against her mouth, wanting her to quiet down.

A Vehicon marched to the cell and stopped, saluting. "Lord Megatron wishes to see his new Techno-Organic in the brig, Commander Soundwave." He stated.

Soundwave nodded and padded out, Red in his tight grasp.


	4. Chapter 4: Pet

**Summary for the Chapter:**

> Arcee recalls introducing Red to their team and learning a surprising thing about their friend. Meanwhile, Red is now branded, angry, and has been declared as Megatron's 'Pet'. She still isn't going down willingly, but when she attempts her second escape, she's caught by Airachnid! But her knight in shining armour is... Soundwave? What?!

\---

 

While Ratchet, Wheeljack and Raf began to work on creating the tracking device, Arcee surveyed the Autobot Base. Bulkhead, Optimus Prime and Bumblebee were off somewhere, Wildstar and Smokescreen were in their rooms, Miko and Jack were sitting with Mitch, all three trying to comfort each other. Arcee frowned a little. It hadn't been that long ago when she had brought in Red and her brother for the first time. Heck, she didn't even want to bother with the red-headed teenage girl and her older brother. But fate had other plans....

**Flashback...**

_Arcee drove in front of the rusty green pickup truck, nicknamed 'Jess' by the man, Mitch. He drove along carefully, his sister Red sitting beside him in the passenger seat. They were accompanying them to the Autobot Base, where Optimus Prime and the others waited for them. Wildstar drove from behind, keeping an eye on them to make sure they didn't suddenly turn and try to make a break for it. Although, with what Mitch had said about his sister, both highly doubted it. Arcee then veered off of the highway onto a faded back-road, heading for a column of rock. Mitch of course, followed. They drove through a secret entrance, down a long corridor, and came into the Main Area. Arcee used her mirror to position and see the two new human's gaping faces. Mitch looked more terrified then his sister did. They parked and Red unbuckled and leapt out, taking several daring steps forward and staring up at Optimus Prime and the others. Arcee and Wildstar transformed._

_"Optimus, these are the humans we told you about." Arcee stated. Out of the corner of her optic she saw Red's wide green eyes staring up at the mech with both amazement and curiosity._

_Optimus nodded. "Thank you Arcee." He looked down at the young humans and kept a straight face as he talked. "We are Autonomous Organisms from the planet Cybertron, but you may call us Autobots. I am Optimus Prime, leader and the last Prime."_

_Mitch gulped and remained frozen, but it was his sister who spoke. "Mah... Mah name's Red suh. Red Botson!" She spoke, showing little-to-hardly any fear._

_Optimus smiled a little. "Welcome Red."_

_Mitch finally got his voice back. "Ah.... Ahm Robert-Mitchel Botson suh! But uh... everyone calls meh... meh Mitch fer short."_

_"Welcome as well, Mitch." Optimus greeted, nodding at the human. "You have already met Wildstar and Arcee..." The two femmes looked down, and while Arcee kept her stone-hard look, Wildstar waved a little. "This is our medic, Ratchet..." Optimus gestured to the red-and-white mech, who grumbled under his breath at the aspect that more humans would be joining their ranks. "Bulkhead..." The huge green mech nodded at the pair of red-heads. "Smokescreen...." A smaller red, white and blue mech smiled as his name was said. "Bumblebee..." A yellow mech with buggy, blue optics beeped and bleeped._

_Mitch raised an eyebrow while Red spoke up. "It's nice tah meet ya 't!"_ _Everyone stared at her with disbelief. "Uh.... eh-heh.... tah-dah?" She said sheepishly._

_"How... how can you understand him?!" Ratchet sputtered._

_"Ah just can. His voice is a tad-bit rough, no 'fense, but ah can 'ear 'im clear as day!" She shrugged._

_"And I thought only Raf was able to understand him."_

_"Raf?!" Both Red and Mitch asked together._

_As if on cue, three humans walked into the room._ _"Somebody call us? Well, him?" A Japanese teenage girl asked, running up beside a short twelve-year-old boy and...._

_"JACK?!!" Mitch exclaimed about the same time he exclaimed,_

_"MITCH?!!"_

_Both were stunned._ _"WHAT IN SAM HILL ARE YA DO'N 'ERE?!" Mitch asked, practically yelling still._

_"I... well.... I sort of hang out here!" Jack shrugged._

_Mitch blinked. "Suh... so ya know 'bout these thangs?!"_

_"I guess-"_

_"Who's the carrot-tops?!" The Japanese girl asked._

_"HEY!" Red snapped. "AH RESENT THA' THANK YA VERAY MUCH!" She glared at the girl._

_"Miko!" Jack sighed. "Sorry about Miko...."_

_"Eh sa'right." Mitch shrugged._

_Red sighed. "Ah boy... it nevah ends." She groaned._

_"You two know each other?" Arcee asked, a bit curious._

_"Yeah uh... he's the fry-cook. We're on the same shift together." Jack shrugged. "Red tends to drop by there every now and then."_

_"It is good to know you are already familiar with the Botson family Jack." Optimus said._

_"Well.... ah.... semi-familiar tha' is." Mitch spoke slowly._

_"Huh?" Jack asked._

_"Ah think it's tahme tah show ya why we're 'ere in 'th first place. Sis?" Mitch turned to his sister._

_Red took a deep breath in. "HANDS: ON!" She said loudly. Jack, Miko, Raf, and the entire Autobot crew watched the impossible happen. Red's hands separated to reveal Cybertronian wiring and plating underneath. Her fingers had lengthened with black wires peeping out between segments. In the palms of her hands were two large holes surrounded and connected to the plating and wires. Cybertronian blasters._

_Ratchet was the first to speak. "I... I don't believe it! A techno-organic!"_

_"A what-now?" Jack asked._

_"A techno-organic is an organic being merged with Cybertronian technology. It was rumored that there was the possibility of such a creature existing, but we all assumed they were nothing but myth." Ratchet explained._

_"So... ahm lahke yer proof or someth'n?" Red asked._

_"It appears that you are indeed our 'proof'. Somehow you were merged with Cybertronian technology or once you were a protoform that was exposed to human DNA or-"_

_"Whoa! Whoa! Whoa! Hold on a moment!" Mitch said, throwing his arms up. "So y'all are tell'n meh tha' mah sister 'ere is... some kinda part space-alien?!"_

_"It appears so." Optimus confirmed. "And if the Decepticons were to ever get their cervos on her, it would be disastrous."_

_"Dece-whut?" Red asked, raising an eyebrow. "You mean 'em cars tha' tried tah kill mah bruther?!"_

_"That was them... at least, the Vehicons. There are plenty more where they came from." Arcee hissed._

_Red's eyes snapped. "WELL IF THEY THINK THA' THEY CAN JEST GO WALTZ'N 'ROUND 'AN 'URT FOLKS THEY GOTTA 'NOTHER THANG COME'N TAH 'EM!!!" Red yelled, angrily hands balled into fists. "Next tahme ah see one.... POW!" She thrusted her arm forward, and Bumblebee had to duck as a red-energy blast whistled out and hit the hall behind him. "Right... in 'th..... kissah...." She smiled sheepishly. "Ah-heh! Whoops! Sorray!" She apologized then deactivated her hands. Arcee eyed Red. Somehow, she had a feeling that the techno-organic would come in handy....._

**Flashback End**

Arcee rubbed her arm plating a little. She missed Red extremely. _'It's all my fault...'_ She thought to herself. _'It's all my fault she's gone....'_ She clenched her fists. _'But I promise you Red.... I'll make sure you come home safe and sound, and not end up like Tailgate or Cliffjumper. I swear it upon the AllSpark I'll find a way to get you back.'_

***

Red continued to yell at Soundwave, her green eyes snapping as he padded to the brig. "YA SERIOUSLAY GOTTA PROBLEM YA KNOW THA'?!!"

Soundwave shook her to daze her. Already he was nearly at the end of his cable, dealing with this feisty, stubborn techno-organic. He brought her into the brig, where Megatron stood, Starscream at his side, with Breakdown, Knockout, and Airachnid all along the right side, watching him come in with Megatron's newest weapon. He held her up so the mech could see her. "Thank you Soundwave." Megatron said, eyeing her. "Hmm... a bit scrappy, but it will soon learn."

"Soon learn whut?!" Red snapped.

"You, techno-organic, are powerful. The only one of your kind, the only one in existence."

"Yeah, ahm special! So?!"

Megatron growled. "Watch your tongue! You will be my new pet... my newest and greatest weapon against the Autobots."

"SAY WHA-MM!"

Soundwave covered her mouth with a digit. "Apologies: Techno-Organic now under control."

"I see that... Now, as I was saying. Starting in one earth day, you will be trained in combat to the farthest extent of your abilities. It is wise that you do not fail us." He waved his servo. "That will be all!"

Soundwave nodded, then turned and padded away.

"Hmmm.... intriguing little half-fleshie isn't she?" Knockout murmured.

"Indeed." Breakdown also muttered, watching her.

But it was Arachnid who stopped Soundwave by lifting one of her ponytails with a single digit and finger it. "Such a beautiful red.... perfect...."

Soundwave yanked his servo away from her, knowing what she was up to, then padded out of the brig. He walked for a little bit, deciding she could use some time out of the cell, then a few earth hours later, eventually went back. He dropped her back in the cell, pushing the human food closer. "Request: Food needed."

Red frowned. "No way! No way ahm ah gonna eat 'gain!"

Soundwave glared from under his visor. She had to eat something or else the little thing would perish. Soundwave went stiff when he heard Megatron's heavy pedes coming towards him, followed by the much softer ones of his Seeker. "Soundwave, have you made any progress with the techno-organic?" the silver warlord asked, raising an optic ridge. Starscream stayed silent, not wanting anything to do with a half fleshie.

"Status: Unsure."

"I suggest you become sure soon. Otherwise you might be demoted." Megatron snapped, peering into the cell at Red.

Red glared back, totally unafraid. "Whut?! Whaddya want?!!" She growled.

Megatron growled back, displeased so far with his new pet's training. Soundwave had assured him he knew what he was doing and so far... well, it looked like there had been no progress made whatsoever. "Soundwave, she does not seem any more docile than the last time I looked in on her." Megatron growled deeply, his blazing red optics locked onto Red within the cell. "I will give you two more Earth weeks. By then if she is not trained, I will have you terminated for disobeying orders. Is that clear?"

"Affirmative."

"Very good." Megatron purred, reaching into the cell and grabbing Red in one clawed servo. "And you, little pet, will need to behave. I am not a mech with a good temper." She kept her own firm gaze locked into his, before Megatron dropped her.

Meanwhile, Starscream pulled his wings tensely together, furious this little femme thing had taken all of Megatron's time away from him! He was the best creature there! He was handsome, he was perfect, he was already well trained! How DARE a half fleshie be worth something to Megatron?! "Shouldn't you terminate the pet, not the trainer?" Starscream asked, slyly skittering out of Megatron's reach as he spoke, wings lowering with submission as he did so.

Red's eyes danced. "WELL 'SCUSE MEH FER BE'N A). KIDNAPPED, B). INVOLUTARILAY BRANDED 'AN C). BE'N FORCED 'T TRAIN TAH FIGHT MAH FRIENDS!!!"

Megatron grinned a little, showing off sharp dentas. "You will be broken in time. I believe Soundwave is being too gentle with you... a pet does not need the upmost care. Most of all one as resilient as you are." Then he turned to Starscream, deciding whether he was going to make an example of him or let the comment slide. He decided the latter, allowing Starscream to get off the hook this once. "Continue your work, Soundwave. Starscream, you may also stay to supervise."

"I have no time to supervise a useless pet! I am your second in command and I do NOT do such menial tasks!"

"You do if I command it." Megatron snapped, fusion canon powering up. Starscream backed down, nervously making his way to the cell.

Soundwave said nothing, still trying to get Red to eat. If she perished he would surely be punished.

Red continued to refuse to eat. She wouldn't! She wouldn't... she continued to glare at Soundwave, then turned her eyes to Starscream, a devious smile coming to her lips. She slowly walked up to the cell door, towards him, remembering how afraid he was of her.

Starscream turned to look at her after glaring daggers into his bondmate's back. Stupid fragger would regret trying to tame a flesh thing. They were too worth the trouble. He hissed a little when Soundwave gave him one of his 'unimpressed' looks, rankling the Seeker even more. Not noticing Red approach, the lithe mech let out a high pitched squeak of surprise and fear, retreating when the techno organic fixed him in her sights. She followed his movements with her intelligent gaze and he flexed his claws nervously, ready for anything.

She gave a small smile, before springing forwards and making a slash. "BOOO!!!" She yelled, laughing at the Seeker hysterically.

Starscream yelped loudly, throwing himself backwards and knocking Soundwave right over. He remained on his pedes, skittish as ever and watching Red with huge optics. His wings drooped when she laughed at him, his faceplate contorting into a scowl. How dare she! From that moment on Starscream decided he would have to rid the Nemesis of her once and for all. That way he could get his mate back, save Soundwave, and be rid of the organic creature that had now taken to pestering him.

Red had doubled over, laughing hard. At least there was a bright side to all of this! "Wh-what's 'th m-mattah...?" She said between gasps for air. " 'F-'fraid of 'lil 'ol me...?! Hahahaha! No wondah they call ya 'Stahscream'!"

Starscream pouted, not pleased that even that little thing was making fun of him now. But his calculating mind was already going over the options. Perhaps he could convince her to strike a deal of sorts with him... "I am not afraid of you, flesh creature." he scoffed, haughtily trying to pretend he hadn't just freaked out. "But I do have a proposition for you." he purred slyly, coming a little closer. Sometimes he was like an earth cougar, sly and smooth in all his movements and words. "You want to get out of here, don't you? To go back to your little Autobot friends?" he asked, waving a clawed servo around. He had watched Soundwave leave, the mech having gone out to scout for intruders. Now that they were alone, Starscream knew he could get away with speaking to her.

Red raised an eyebrow. Now what was he up to? Still, she needed to get back, and this could be her only opportunity. "Whut's 'th catch?"

Starscream growled a little, claws flexing as he paced a bit as he plotted. "I dislike you a great deal and so far you have gotten in the way of my goals. So I could kill you and be done with it or I could set you free, seeing that if I kill you someone will be blamed and surely it will be myself. If you flee, on the other servo...that puts the blame on Soundwave." he said, wings perking up. "If you leave this ship, you will owe me a debt, of course. But nothing you can't handle." Starscream added, using one of his insanely sharp claws to pick the lock. "Run along, little creature. I will pretend I never saw a thing."

Red, seeing her chance darted out of the cell. "Thanks... ah think." She sped down the hallway, out of Starscream's sight. This was it. Her second chance. She was going to make sure she didn't blow it like last time!  Making sure to double-check before crossing the hall, she darted across, and replayed Soundwave's patrol in her mind, her sharp memory replaying each corridor and door to a tee. But as she slipped down the fifth hallway... something hit her legs and she fell! "WHOULF!" She grunted, and quickly tried to stand. But something was gluing her legs to the ground. She snapped her head up and around. White, sticky paste covered her legs. Webbing. And a threatening laugh echoed as, from the shadows, out padded Airachnid.

"Well.... what sort of little insect have I trapped inside of my web, I wonder?" She said in a dark, sleek voice that sent chills shuddering down Red's spine.

"Hands: On!" Her hands activated and she attempted to blast Airachnid away, who merely dodged the blasts and webbed her hands to the floor.

"Hmm.... interesting... it appears that I've caught a very intriguing little prize indeed..." She reached down and gently ran a sharp digit around Red's exposed neck, and with the pointed end, hooked and slid off her ponytail holders, causing her long red hair to fall loose. "And such a pretty red too... mmm... a wonderful head...." She began to dig her claw in as she ran it across her neck again. Red thrashed. This was it. She was done for.

Then, Airachnid hissed as Soundwave came shooting out of nowhere and punched her away. He stood between her and Red. Airachnid snarled. "Should have known you would be the one to stop me...." She grumbled. Soundwave stood his ground, not saying a word. "It's not my fault Megatron's newest pet escaped from her cage-"

"WELL 'SCUSE MEH FER BE'N CAPTURED!!!" Red snapped angrily.

Airachnid hissed again and took a step forward. Soundwave raised an arm, signaling that if she moved in for the kill, he would strike. After a moment, Airachnid slowly turned and padded away. "You would be wise to make sure she stays in her cage.... lest I decide to make her my newest trophy." She called over her shoulder.

Soundwave knelt down and sliced the webbing free. But he left enough so her hands and feet were still stuck together, making it impossible to escape. Then, as he stood up, he noticed the odd things that she had been wearing in her fur on the ground. With his other servo, he scooped them up and padded back to her cell, dropping her in. But as he turned to close the door, he dropped her ponytail holders as well.

Red blinked and watched him close the door. She scooped them up and put them back in. But a thought occurred to her. _'Why IS he being so nice to me?'_


	5. Chapter 5: Training

**Summary for the Chapter:**

> Red's first day of training, and Soundwave is in charge! She must complete an obstacle course to succeed! But the last thing she wants to do is harm her friends and family, so she rebels against Megatron! But who is it that comes to her rescue this time? And why is Soundwave being to nice to Red anyway?! Meanwhile, Red recalls a race between her and Vince. Who will win?

 

\---

Red sat yet again in the same spot that night. Soundwave was somewhere else, and an extremely secure lock was firmly in place, only Soundwave and Megatron having the two keys for it. Basically, Red was locked up and the keys were out of her reach. She sighed, feeling lonely and curled up into a tight ball. Keeping her ears open for the sound of Soundwave returning or Megatron coming to admire his new 'pet', she slipped out of her hoodie a silver chain. Attached to it was an oddly-shaped locket. It was diamond-shaped, a small, simple disc charm was attached to the bottom. Carefully, she undid the clasp and opened it. A small, tinkling tune was heard. A lullaby of sorts. But inside of the locket was special. It was a small photograph of her family. Herself when she was eight, her brother Mitch at fifteen, and her parents.... her dear, dear parents.

A handsome-looking man with Mitch's dark, copper-red hair had his hand on his son's shoulder and the infamous Botson grin stapled on his face. His other arm was wrapped around the slim form of a woman with Red's fiery hair. Her gentle blue eyes seem to twinkle in the photograph, a delicate and gentle smile on her face. Both her arms were wrapped around her daughter, who's mouth was wide open in a gaped-tooth, laughing smile as she held her brother's hand. They had always been a tight-knit family. They had been... that is.... Red's eyes closed and she let a few tears slide down her face. Her parents, no more than three weeks after the photograph was taken, died in a car crash. Mitch ended up with a badly broken leg, and he still slightly limped a little whenever he walked.

Red hadn't been there. She had been back at the house, waiting for them to come home after school. It was their next door neighbor who came instead and took her to the hospital. Her dad had died instantly in the impact. Her mother only lasted a few hours before she too succumbed to her fatal internal injuries. Red squeezed the necklace in her hand and silently sobbed. It still hurt. She had never been in the crash yes, but with the burning emptiness she had locked away inside of her, she may as well have been. Hearing Soundwave return, she forced herself to stop and hid her necklace, pretending to be asleep. She could feel Soundwave's gaze locked into her still form.

Through his visor, Soundwave peered at the dim outline of the techno-organic's form. Deciding to get to know her better, he slid his key into the Cybertronian lock. He closed the door behind him and made sure the key was safely hidden away before walking over and sitting down. Red bolted right up and whirled around to stare at herself in Soundwave's dark visor. "Whut do YA want?" She growled.

"Statement: Soundwave wishes to converse."

She gave him a stone-cold glare. "Hmph... whaddya wanna talk 'bout then?"

"Question: Why is Pet techno-organic?"

"Ah dunno! Ah just ahm!"

"Question: Is Pet's family techno-organic?"

"Pffft! 'Course not! Ahm 'th onlay one in existence!"

"Correction: Pet is only known one in existence. Others may be hiding."

"... Well they'd bettah! Ah don't want anyone tah end up lahke meh... Megatron's newest 'pet'."

"Fact: Pet does not like it here. Question: Why? Decepticons have not harmed Pet, just taken her."

"See? That's 'th whole thang! Ya TOOK meh! 'T make meh some kinda weapon fer y'all own personal gain!"

"Observation: Pet has no family like her. Inference: Pet has an organic family."

"Well, no dip there Sherlock!" Red snapped angrily.

Soundwave was alerted that the course was ready. "Time: Begin training." Soundwave ordered, picking her up and carrying her toward the obstacle course the Vehicons and Eradicons built.

Red grumbled the entire way over. "Ah swear someday... someday y'all are gonna beh sorray ya evah messed with meh!"

"Definition: Never." He simply put. They entered a room, and Red saw it was chock-full of.... obstacles?

"Wha..?"

"Correction: What. Answer: Lord Megatron wishes to test Pet's skills against basic human obstacles."

"So... an obstacle course?... Nice." She groaned.

"Objective: Reach end of finish line with no flaws." He stated, placing her on the ground, and began to walk toward the control panel, but not before putting a collar around her neck. Red wrapped her fingers around it and began to tug.

"Oh sure... NOW he put 'th dang collah on meh!"

"Order: Begin..." Soundwave calmly said, springing the course to life. "Megatron is watching."

Red stared with disbelief. "Are ya kidd'n meh- WHOA!" She quickly dodged a hammer. "Gah! Hokay! Hokay! Ahm go'n!" She shot into the obstacle course. "HANDS: ON! ROLLERBLADES: ON! HELMET: ON!" Her hands, feet, and head transformed into Rollerblading equipment as she began to blade through. She climbed over a rock wall with ease, leapt over a hole, and so on and so forth. Soundwave watched her near the balance potion of he raised the beam up so it was 2ft above a large, deep pool of water. Red leapt onto the beam and stopped short, her eyes widening when she saw the water below. "Oh boy.... why'd it hafta beh watah?! Why?!" She moaned.

"Answer: Water is the largest thing covering Earth. Reason: To be successful Pet must not fear it."

Red gulped hard. "Easy fer ya tah say... ah bet ya can swim..." She began to inch her way along it. "Ah can't-" Suddenly, the beam began to shake, causing Red to wobble. "WHOA!! WHOOOOAAA!!!"

"Answer: Pet must learn."

"WAAAUGH!!" She fell into the water with a loud splash, and began to flail around. "'E-'ELP!!! AH C-CAN'T SWIM!!!" She shrieked.

"Urge: Try." Soundwave said, already maneuvering the equipment to be ready to grab her.

"AHM TRY'N!!! AHM TRY-blub!" She suddenly disappeared underneath! Sighing, Soundwave used the arm to pluck her out of the water, and set her down. Soundwave knew that Megatron would not be pleased. Red coughed and sputtered, retching up the water. She looked up at Soundwave and her green eyes turned to a bright red. "ARE YA TRY'N TAH KILL MEH?!!!" She yelled at him.

"Correction: Merely trying to test Pet's weaknesses."

Red snapped. "OKAY! THA'S IT! AHM GONNA KILL YA!!!" She quickly powered up her activated hands and began to fire at him. Soundwave yet again shook off the attacks and, pressing a button on the controller, he sent a jolt of electricity through her collar and into her body. Red shrieked in pain and dropped to the ground, moaning. "Nngh... agh..."

"Observation: That was a bad move."

Red felt her Cybertronian circuits already beginning to rewire and mend after being fried. "Rrr... ya... y'all are gonna p-pay b-big tahme..."

Soundwave ignored her threat and walked back over to the panel. "Request: Start." He ordered, placing a slender digit on the button just in case.

She kept her now red eyes focused on Soundwave. "Ah... AH AIN'T! AH AIN'T AN' THA'S FINAL!" She shouted.

Soundwave pressed the button again. Red shrieked from the pain and fell down again to her hands and knees, smoke pouring off of her body. She took several deep, shaky breaths in. "Request: Start now."

"No." Red said, struggling to stay strong. "Ah ain't gonna train 't 'urt mah friends."

Soundwave was surprised at the half-fleshie for her stubbornness, and he slowly pressed his digit down on the control, getting ready to regretfully shock her. Red took a deep breath in, closed her eyes, preparing for the pain.

"SOUNDWAVE!" The bellow came from the hall as Megatron entered the room. "Stop damaging my malfunction of a pet!" He ordered. Soundwave instantly lifted his digit away from the control. "Now, why are you torturing her?" He demanded.

Red propped herself up to her elbows and knees. "Ah... am... NOT gonna beh yer weapon Megatron." She declared bravely, lifting her head up and revealing her striking, blazing red eyes. "Ain't gonna beh now, ain't gonna beh evah."

"Oh? Well, you won't have much of a choice." Megatron snarled at her.

"O-'ow so?"

"Now what's the fun of telling you right now?" He laughed, a roaring evil sound.

Red glared at him. "Ahm ain't whatchya think Megatron... trust meh." She struggled to her feet, her systems almost done repairing. Although she did gulp in air still.

"You're a techno-organic with stubbornness issues." He laughed again. "Now, begin again, and maybe I'll let you survive."

She glared at him. "Fine." Slowly, she limped over to the beginning, an idea forming in her quick-thinking head. She quickly dived back into the course, redoing everything, except when she arrived at the pool... "TURBO-BOOSTERS: ON!" She activated small boosters on the back of her Rollerblades, jumping and soaring across the pond before landing.

"See Soundwave? A little fear always makes them listen." Megatron told him, chuckling.

Red finished the course and her feet and hands deactivated. She dusted off her hands. "Ah only did it tah prove ahm capable 'a some purty surprise'n thangs!" She told the silver mech.

"Well then, prove me right some more, and maybe I'll consider letting you into the ranks of my army, pet, meaning that you are less likely to die."

"FIRST 'A ALL AH AIN'T YER PET AND MAH NAME IS RED! SECOND 'A ALL, AH DON'T WANNA BEH IN ANY 'A YER RANKS!" She shouted at him defiantly.

"Too bad." He smiled. "My pets never do seem to survive that long. Maybe I'll be nice and let Airachnid take a bite of you." He smirked as he mentioned the femme. 

Red sniffed. "Ah'd lahke tah see 'er try!"

"Oh, it wouldn't be too hard. After all, Arcee even has a hard time beating her, so a small half-fleshie with not nearly as many upgrades should be a simple task." He smiled.

"OH YEAH?! WELL ARCEE'S KICKED YER TAIL-PIPE, OH CHEE, AH DUNNO, OH YEAH, LAHKE A MILLION TAHMES!"

"What did you say, fleshie?" He growled. "Say it again, and I promise you, you will not live to finish the sentence." He added while charging up his cannon.

"Ah said Arcee's kicked yer tail-pipe a million tahmes! 'An so has Optimus!" Red said daringly. She wasn't scared of Megatron at all. And if she was eliminated, so be it. Better her gone than the Decepticons use her as their toy.

Roaring, Megatron aimed his cannon at her, and began to shoot, when Soundwave shoved himself at his master, forcing him to hit the wall and offline an innocent Vehicon through it. Red stared in disbelief at what had just happened. "Wha...?" She looked up at Soundwave.

Megatron growled. "The next time you step out of line... I will have your helm Soundwave. Understood?" Soundwave nodded. "Very well..." Megatron padded off. "I will be checking on her later."

Soundwave scooped up Red. "Why?" She asked him.

"Reason: Pet is too important to War." He told her, picking her up and walking back to her cell.

Red blinked with some disbelief. "You... ah know tha' ain't it!" She crossed her arms, telling the visored mech.

"Question: What?"

"Stop play'n with meh! First, it was rescue'n meh from Airachnid! Secondlay, it was mah ponytail ties, 'an now Megatron!"

"Fact: Soundwave is just being nice."

"And that's 'th thang... yer be'n nice... ain't lahke a 'Con tah beh nice..."

"Correction: Lord Megatron rules out of fear, making Decepticons act how he wishes."

"So ya really are a nice guy?" Red grinned a little as she said this. Victory could be sweet!

"Fact: Yes, but no Decepticon or Autobot would believe Pet if she said that." He informed her.

"... Least it's nice tah know ya ain't all tha' bad, Soundwave." She sighed.

"Correction: Soundwave is 'bad', just does not want to be." He shrugged a little, placing her into her cell instead of dropping her, and pushed the apples next to her.

"Okay... ahm do'n this cause ya saved meh back there." She sighed, then snatched one up and began to eat it.

"Correction: Pet is refueling because she is low on organic fuel."

She shrugged. "Ethah way, ah guess we both get whut we want." She sighed and shrugged, taking another bite. Her damp ponytails swung back and forth as she finished her apple, through the core away and walked over to her corner. Sitting down, she laid back her head and stared up at the ceiling, wondering what her brother and the Autobots were up to.  _'Mitch is probably worried sick 'bout me... I don't blame him. It'd take another near drown to make me admit it though, but, I'm a little scared too.'_ She folded her arms and made a soft huff.  _'Wildstar and Arcee are probably making vengeance plans, Raf and Ratchet are probably trying to figure out where the Nemesis is... man... who knew that when I first met them... I'd become a part of their lives so quickly!'_

**Flashback...**

_Red was getting ready for school. She stuffed her books and such into her cherry-red backpack, grabbed her sweatshirt and began to yank it over, when she stopped for a few moments. She stared down at her bright red tank-top. In the middle of her chest was a small, black circle and some lines, making the area around it segmented and divided. Like robotic chest-plating. She slowly walked over to her full-length mirror on the back of her door, stepping over the clothes piles, stacked books, and such that made up her messy room. She stood before it, staring at her chest. She easily remembered the night she'd transformed into, what she was now classified as, a techno-organic. How couldn't she?_

_She had been sleeping soundly in her bed, when a terrible, burning pain erupted in her chest. Her eyes snapped open, and she saw her entire body glowing an eerie, dark, blood-red. She'd screamed like the Dickens, her brother rushing in and had stared in shock, for a moment, at her predicament. Then snapping to, he quickly tried to help her. But the moment he got close to her, there was a sudden pulse of red energy that knocked him out. She had felt several of her main body organs, including her heart, disintegrate. Then... the incredible sensation of it all being replaced. She grew wires, segments, connections, circuitry, and a small black circle emerged from within. It dimly glowed with some sort of mysterious power... a kind of power that was keeping her alive. That was the last thing she saw and felt before her world went black._

_She gently touched the circle with her finger, gently running it around the rim. She felt the smooth, yet strangely warm and vibrating metal slide underneath her fingertip. Then, drawing her hand away, she allowed it to open. With an odd whirring nose, the segments separated and the circle slid away. Inside were maybe several dozen huge cables and wires, all running in different directions. And a bright, glowing mass of pulsating light throbbed and hummed, right in the very center._

_Ratchet, the Medic she'd met the previous day had told her it was her spark. "An unusual red too..." He commented aloud. "Only very few have a spark this color. Even less now with Cybertron gone." He had done some sort of, 'diagnostic scan' on her 'systems', to determine exactly how much of her body now relied on her techno half. And it was a great portion._

_Some of her old human organs were still intact, such as her digestive track, but everything else, her nervous system and five senses, were fully functioning by Cybertronian biology standards. And she had so much to learn about her new half-self._

_"RACHELLE-REBECCA BOTSON YER GONNA BEH LATE FER SCHOOL!" That's when her brother's voice finally filtered in._

_"Whoops!" She gasped, her chest-plating sliding shut with a whir. She quickly yanked her hoodie over her head, snatched up her backpack and flung open the door. "HOKAY AHM MOVE'N IT! ..... 'An don't call meh 'Rachelle' Mitch!" She sighed, greatly disliking her real name. She squeezed by her brother in the narrow hallway of the trailer they lived in, quickly snatching a slice of slightly cold toast and gulping down her fruit juice, and gave her brother a kiss on the cheek before rushing outside._

_"OH SIS BY 'TH WAY!" Mitch hollered after her._

_Red stopped short. "Yeah?"_

_He rushed over. "First, fergot yer lunch. Leftover pizza t'day. Second, ya don't need tah use yer 'blades. Tha' one Bot's waiting fer ya at 'th cornah!"_

_Red grinned, grabbed the brown-paper bag he was holding out for her. "Thanks Mitch! Ah'll drop by KO burgahs aftah school! Bah!" She said, running and looking back, waving over her shoulder at her brother. She dashed down the pavement. It was already heating up, the morning warm, clear and sunny. She saw a familiar gold and purple-detailed race car on the curb. She screeched to a halt in front of it. "You mah ride 't school?" She asked it._

_"Yep! Climb in!" The door swung open, revealing the driver's seat and passenger's seat empty. She quickly seated herself in the passenger's and buckled up. "So uh.... yer name's Wildstah right?"_

_"Mhm. And your's is Red. Interesting thing for a human to be called, after a color."_

_"Ah... if ya knew why, ya'd know." She huffed a little bit. Red hated her real name, thinking it too fancy for her liking._

_Wildstar turned a corner. "How are you techno-organic?" She asked her._

_"Ah dunno. Ah jest am ah guess." She shrugged._

_"Ratchet thinks you were a protoform that merged with human DNA."_

_"Maybeh... if ah knew whatta 'pro-to-form' was any'ow."_

_Wildstar laughed through her speakers. "Don't worry. You will soon enough. I mean, I've been assigned by Optimus to be your guardian."_

_"Guardian? Ah... whut?"_

_"As in, keeping you safe. Your brother has been assigned with Smokescreen. You'll be seeing a lot more of us."_

_"Nice." Was all she said._

_Soon, they arrived on the side of the school. Her car door opened and Red unbuckled and leapt out and dashed down the sidewalk and around to the school, crashing into... "OHF!" Jack exclaimed, being knocked down._

_"Whoops! Sorray Jack! Didn't see ya there!" She apologized hastily, getting up and brushing herself off._

_"It's.... okay... Red." Jack wheezed, getting up himself._

_There was a laugh and Red saw Vince, the hotshot and bully strut over. "So Darby! Who's the carrot-top?"_

_"Uh-" Jack began but Red interrupted him._

_" 'Th name ain't carrot-top bustah! It's Red. Red Botson!"_

_Vince chuckled. "Oh yeah... the new kid." He sneered. "The Hillbilly."_

_Red scowled. "Ah don't see why yer so special, if all ya evah do is run up a buncha speed'n tickets with tha' there fancy-schmancy car 'a yer's!"_

_There was a chorus of, "Oooo!" and snickers from the watching students._

_Vince growled and Jack nervously fidgeted. "Well, then, why don't I prove how fast I am!"_

_"Why don'tchya?"_

_"That a challenge?"_

_"Ah jump at 'th chance!"_

_Vince had to lean down to get at Red's eye-level. "Foot race now. Just you, and me."_

_"Ya got 'er!" She nodded. " 'Round 'th school."_

_Both lined up and the students crowded around. Vince was renown for his speed. The little red-headed Southerner would lose for sure! Sierra, the head cheerleader quickly stepped out. "Okay! On your marks..." She said. Red quickly stretched out and crouched. Vince did the same. "Get set..." Red's eyes narrowed. "GO!"_

_Both were off like a shot, Vince in the lead. They rushed around the school, Vince easily shooting ahead. But Red put on an extra burst of speed as they ran around and approached the finish line. She shot past a stunned Vince and crossed it first, barely out of breath! Everyone cheered, while Vince narrowed his eyes._

_"Nice try!" She told Vince, brushing off her hands._

_The bell rang just then and everybody scrambled into school. Jack stuck beside Red, and Miko and Raf joined them. "That was amazing!" Miko complimented._

_"How were you able to run so fast?!" Raf asked._

_Red shrugged and, making sure nobody but them could hear her, simply said, "Techy's intuition." They all laughed._

**Flashback End**

Red sighed.  _'What'd I'd do to go back to them all. I miss them so much.'_


	6. Chapter 6:  Protection

**Summary for the Chapter:**

> Oh no. Starscream has done it this time! When a furious Red reveals his plot to help her escape, Megatron throws him into her cell! Along with that, Red begins to see a kinder side to her jailer, Soundwave. Then Starscream manages to do what Red can't, escape! Will Red protect one of her worst enemies?

\---

Red shifted again on her back, slightly exhausted. She didn't get much sleep from the constant digging in her back from a rocky lump. She stared out between the bars at Soundwave. The mech, as usual, was standing at attention. Then, the sound of heavy and light foot steps and looming shadows alerted her two more parties were joining them. 'Uh oh...' She thought to herself. 'Here comes dumb and dumber...'

Megatron shoved Soundwave aside, peering into the cage at his pet. She didn't look good, her red fur all matted and tangled. "Soundwave, groom her. She is atrocious looking."

Starscream pulled his wings back angrily, glaring daggers at Red. He wanted her gone and yet there she was, right back with him in the end and taking Megatron's attention from him! "Master... half humans are dirty creatures. I suggest you dispose of her before she gives you some kind of horrible disease." Starscream growled, long claws clicking against the bars as he sneered in at her.

Red's eyes flickered a bright red. She had not gotten any sleep, and was feeling a bit grouchy. And she was just about fed up with Starscream. "Ah do NOT carry horrible diseases bustah! More lahke ah should beh worried 'bout whut YA might give tah meh! 'An furthah more, Megs, ya should keep biggah tabs on yer second-in-command!"

Starscream went stock still, his optics wide with horror. He gave her the most pitiful look he could, begging her silently not to tell what he had done recently. His wings sagged when he saw that glint in her eyes, signaling she would not hush. Not now. "I don't know what she's talking about! I am loyal only to you, Megatron." He purred, nuzzling up against his partner.

"What had he done?" Megatron demanded, optics blazing as he looked in on Red. "Answer me, pet!"

Red, despite hating the 'pet' comment, continued. "He let meh outta mah cell! Not tha' ah minded much... but 'e forgot tah warn meh 'bout Airachnid! She nearlay made a trophay outta meh!" She glared at the mech, showing no mercy. "He wanted meh gone 'an outta 'ere, fit 'a jealousay ah s'pose..."

Starscream whimpered, wings drooping low as he looked nervously up at a furious Megatron. "Please, she's lying?" he tried weakly, giving Red one more look.

"STARSCREAM!" Megatron roared at the top of his vocalizer, grabbing the thin mech and hurling him against the nearest wall. Starscream squealed in pain, clawing and thrashing as he tried to get out of the other mech's firm hold. "This will be the last time you plot against me!"

"I-"

Megatron tore one of the Seeker's prized wings, the limb still attached but grotesquely bent. He hauled the howling mess of a mech up and threw him into the same cell as Red. "That will be your punishment, wretch!" Starscream landed with a loud clang on his neck, making a short yelp before laying entirely still, his body beaten and starting to bleed energon from all the new scratches and dents. "Now Soundwave. See to it my pet is groomed and watched at all times. If she wishes to kill Starscream, allow her to. I do not want him to leave the cell ever again."

Soundwave said nothing, merely nodding once before opening the door to the cage and motioning for Red to come out. He then looked at Starscream, seeing the mech was in no condition to fight back, so he opened the door wider. Red groaned. "Oh... nice one Red!" She scolded herself, crossing her arms and glaring at the Seeker. "How DO ya get yerself intah these messes?!" She eyed Soundwave, deploying Laserbeak, keeping his visor planted on her. She glared back at Starscream. "Serves ya right y'know!"

Starscream said nothing, his claws hooked into the floor. He struggled to get up, but his neck and back seemed to be broken. He keened softly, a pitiful and agonized sound. With that he went still again, optics shuttered tightly.

"Starscream: Requires medical attention." Soundwave said, pushing Red back into the cage and kneeling beside Starscream. He took the mech's neck and tilted it to one side before snapping it back into place. It would heal that night, now that it was in the right place. Starscream made no sound, trembling silently in agony. His wing was still left untouched, Soundwave knowing if he fixed that he would be in trouble. "Advice: Put out of misery tonight." Soundwave told Red softly, picking her up in one servo and taking out a human brush he had had Laserbeak swipe recently. He slid of her ponytail ties, allowing her red fur to fall into a slightly matted heap.

"Wait... whut?!" She gasped. "Hokay! Ah know ah hate 'th guy, but kill'n ain't NO way 't go 'bout thangs! YA may beh used tah it, but ah ain't! Ah don't kill!..." She stared up at Soundwave, her eyes dancing. "If ya seen whut kill'n does tah folks, then ya know fer certain!"

Soundwave shrugged, dragging Starscream to the back corner of the cage and leaving him there. The Seeker still wouldn't move or speak, optic shutters still shut tight. "Request: Sit still." Soundwave said, starting to work through Red's fur as gently as he could. Surprisingly he was good at it, used to working with fragile keyboards and data pads. For a huge mech, he was as gentle as a mother would be brushing her daughter's hair. "Compliment: Fur is much softer when groomed." Soundwave hummed, as pleased as he could sound.

Red fidgeted a little. She hadn't had somebody brush her hair ever since... since the accident. Her mother always loved the brush out Red's hair when she was little. It was the only time the tomboyish little girl had ever sat still. Her mother always worked carefully through it, making sure to gently untangle the knots... like Soundwave was doing. It brought back a lonely little pang, thinking of her parents. Adopted or not, she'd always loved them. Especially her mother.

Soundwave gave her a gentle pat before setting her back down on the floor of the cell. "Request: Wait for Soundwave to return with human food." Soundwave turned to go, leaving her there with a shivering Starscream in the corner of the cell. His optics were no longer shuttered, the red that was normally so bright dull and lackluster. He shied away from her when she turned to look at him, making a soft whimper.

Red sighed, feeling guilty. Her dad always said it was wise to turn the other cheek when somebody slaps you. So walking over, her long red hair swishing, she gently placed a hand on one of his wounds. Her hand began to glow, and she made sure Starscream wouldn't pull away as she did this. "Ah don't let folks die on mah watch..." She informed him, healing him.

Starscream leapt up when she blinked, terrified of being hurt more. He yelped, stumbling over himself when his back and neck seared with pain and his broken wing dragged across the cell floor. "No! Please!" he sobbed, the creature stricken since he knew he couldn't get away, couldn't fly. He clawed at the cage bars and keened for Megatron to come back to him and help. "Stay back! I'll fight!" he added when Red didn't let him get away without being healed.

"Oh chill a 'lil will ya? Heal'n energy ain't gonna 'urt ya! Now stay still!" She ordered, healing his wounds again. Boy, he was THE fussiest mech she'd ever healed!

Starscream got ready to scream bloody murder, but found his wing started to feel better, the torn cables and plating repairing under her touch. He hushed, optics wide with surprise. She was... helping him? He allowed her to heal his back, his entire spinal array feeling as good as it had before the scrape with Megatron. Making a soft rumbling purr in his chest, the Seeker lowered his wings contentedly and let Red see his neck to fix it as well, leaning against her a bit like some oversized organic cat. Red had to dig her feet into the ground to keep herself balanced. Once he was repaired, the healing that would have taken a long and painful week now better in mere minutes. He nuzzled her gently in thanks before resting, still not happy with being trapped in there with her. In a moment she might turn on him and tell Megatron some other things he had plotted! What would he do then?! "What do you want... so you will not tell him anything else?" Starscream asked tiredly, staring out of the cage.

Soundwave returned before Red could answer, a whole dinner table adorned with untouched food platters which he had obviously stolen from a restaurant of some kind. He opened the cage door and set the food down for her, raising a servo to strike Starscream since the mech deemed he was too close to Red. Starscream yelped and quickly retreated, glaring. No energon had been brought to him and he doubted any would be soon.

Red saw something attached to one of the dinner plates. A simple chocolate that LOOKED like one that was. But instead, it was hard metal. Her eyes widened a little. 'A tracking device!' She realized. She tried not to look excited. "Uh... thanks.. G'night Gracay tha's a lotta food! Ah'll beh eat'n leftovers fer a week! Long as 'th food don't spoil on meh."

Soundwave left it for her, closing the door and taking out a datapad to work on. It was just to pass the time, not really worth anything. "What about me?" Starscream asked indignantly, personality coming back full force.

"Starscream's fuel: Lord Megatron did not offer."

Starscream hushed at that, wings that had been perked angrily once again lowering. It... hurt to know Megatron didn't want to offer him any energon. So he really did want him dead, then. "Fine! I can just starve, then!"

"Megatron: Most likely agrees."

"Ah'd offer ya some 'a mine... but I doubt ya can eat mah kind 'a food. Sorta like ahm energon-intolerante." Red said, then quickly slipped the chocolate into her sweatshirt pocket. She hoped it'd send the signal back to them... however, she had thought about Laserbeak, still deployed. To be on the safe side, she wouldn't activate it until later.

Starscream sighed softly, waving a clawed servo. "I will be dead soon, anyways. Best not to waste your food." he muttered, flopping over onto his side and forcing himself to recharge. There was nothing else to do, after all.

"Inquiry: Should Starscream be removed at night?" Soundwave tried again, going in for a different tactic, honestly not wanting her to be stuck with a creature like that all night. "Starscream: Will most likely stay awake."

Red sighed. "You just try tah sleep in 'ere fer a couple 'a nights!"

***

Soundwave was entirely right about Starscream being loud at night. The faceless mech had gone back to his quarters, curling up and trying to block out the sound of Starscream keening from the brig, his calls in Seeker dialect for Megatron. It was spark-breaking, really. But the worst part was was that he was keeping poor Red up.

Red slammed her hands over her ears, her head throbbing. It was bad enough the floor was yet again digging into her back, but this?! "Ugh..." She groaned, turning to look at the Seeker. "Would. Ya. Turn. It. DOWN A 'LIL?!!"

Starscream wouldn't hear it, keening a few more times before churring and clicking softly to himself in the ancient Seeker language, looking so forlorn as he stared out of the cage bars for any sign of Megatron. The silver mech wouldn't come. "He's left me here..." he whispered softly, curling up and fussing with his claws. "You made him hate me!" He then snapped, growling at Red. "I only wanted him to like me, not you! He likes his 'pet' more than he cares about me. I'm his partner!" Now he was rambling, deciding if Red was there, he might as well talk to her. This might not be keening, but he was still loud enough to keep her up.

Red groaned, practically fed up. "No WONDAH they call ya 'Stahscream'." She commented then sighed, rolling her eyes tiredly. "Look... if ya will jest, shut up fer now, ah'll 'elp ya out a 'lil kay?" She bargained.

Starscream watched her, optics full of mistrust and yet a longing to let someone take care of him. He made a quiet sequence of churring whines before hushing, his nervousness and fear making him revert to his instincts. "Promise?" he asked after a few minutes, still watching for anyone to come get him. He wasn't sure why, but he was starting to warm up to the little techno-organic. Sure, she was partly ruining his life, but at the same time she was trying to help him even more than she already had. Perhaps he could tolerate her company....

Red felt a twinge of sadness and pity towards the mech. He was like a cat in a way.... a bad one, but knew exactly how to worm into her soft-spots. She sighed. "Promise... 'an franklay, it IS mah fault yer in this 'ere mess any'ow." She winced at her headache. "So yeah, ah'll 'elp ya."

Starscream purred happily before turning over on his side and fell into recharge. Red sighed herself, partially relieved and partially satisfied she could now get some sleep.

***

Soundwave returned the next morning. Red was wide awake, but yet again tired. She fingered the tracking device, which she had forgotten all about, and found a button to activate it. She quickly hit it, sighing with relief. Suddenly, she saw Laserbeak fly out of nowhere, and fly back to Soundwave, having seen the tracking device. "Wuh-oh..." She murmured.

He transformed back and attached himself to Soundwave. The mech looked at her. Soundwave opened his servo, motioning for her to give up the tracking device. He was not a harsh or angry mech, always asking for things calmly before acting aggressively.

Red raised an eyebrow, pretending to be naive. "Whut?" She asked. She had to be cautious... give them some time to locate her directly.

Soundwave motioned for the devise again, having thought Red hadn't noticed his first attempt for her to hand it over. "Request: Require tracking device."

"Ah..." She decided to have a burst of courage. "AH AIN'T GIVE'N IT 'T YA!" She clutched it inside of her pocket protectively. Never in a million years would she hand it over willingly!

Soundwave made a warning growl in his chest, standing up to show he meant what he said. "Soundwave: Requires device NOW." The mech opened the cage door and stepped inside, trying to snatch Red up in one of his servos. He stepped on Starscream's wing, the mech howling as he woke and bowled Soundwave over as he leapt up.

Spotting the door was open, the Seeker grabbed Red and bolted out of the cell, heading to the flight deck. "It appears that I get to repay you." Starscream said, avoiding a blast from Soundwave's frequency gun as he scrambled out onto the top of the Nemesis. "Best of luck. I am sure we will meet again!" Starscream added, transforming and leaving her hidden behind some of the Nemesis's pillars in hopes she could escape on her own.

Red kept herself hidden, waiting for her chance. Then she remembered one teensy, itty-bitty little detail. She slammed her palm onto her face. "Stahscream, ya idiot! Ahm onna stink'n, fly'n SHIP fer cry'n out loud!" She groaned. The sound of pedes alerted her that Soundwave had found her hiding place. "Uh oh..." She yelped as a spindly servo snatched her up and held her up to his visored face. Even like that she knew, he was not happy at all. "Uhm... H'lo! Heh!" She chuckled nervously.

Soundwave flipped her around and held her by the scruff of her shirt collar, glancing up at Starscream as he jetted into the sky, out of shooting range. So be it. "Statement: Lord Megatron will not be pleased."

Red struggled and squeaked. "L-LEMMEH GO!!! L-LEMMEH GO YA OVER-SIZED FACELESS TIN-CAN!!!"

Soundwave shook her a little to shut her up before heading back to the brig where her cell was. "Inquiry: Why escape? Soundwave has not harmed Pet." Soundwave brought her back and place her back in the cage and shut the door before comming Megatron. -Starscream: Escaped-

-He's GONE?!-

-Response: Affirmative-

-Did my pet help him?-

-Negative: Merely talked with him. Starscream: Jealous and keening all night for you-

-I will be there in a klick. Keep my pet contained!-

Red, again, was rattled. But, upon quickly recovering, she decided to be 'disobedient' by mimicking Soundwave. She listened to him, and mouthed what he was saying, making robotic-like motions to mock him. Soundwave made a disgruntled rumble in his chest, glaring at her from behind his visor. Nasty pet...

Megatron interrupted them, his red optics full of fury. "How did you get him out?" he demanded to Red. "You somehow lost me my Seeker!"

She stuck out her tongue, pushing herself to the limits, pressuring Soundwave into 'disciplining' her. "Like ah'd tell ya bustah!" She told him haughtily.

Soundwave hit her hard, sending her right into one of the cell walls, quick as a viper. "Demand: Answer Lord Megatron."

"I will make you talk, my little pet." Megatron growled, nodding to Soundwave. "Get the energon prod."

Red groaned, her knee exploding with pain, feeling something hot ooze out. She had to let Starscream get free... her eyes danced, seeing the prod. She tried to get up and flee, but the stabbing pain alerted her she couldn't move at all. "Oooh..." She moaned a teensy bit, still trying to move away.

Megatron growled, gnashing his sharp dentas. "Tell me why you let him go, my pet, and I will bring you to Knockout to repair you." He growled deeply, waiting for her answer. "Besides, what harm would it cause to tell me?"

"Ah... Ah didn't let 'im go! He just bolted and took meh!" She blurted out. "But ah made 'im leave! Ah scared him intah bolt'n fer it!" She lied, trying to protect the mech. Even if she hated him, no one deserved to be treated like she was. She would protect him, whether it killed her or not!

Megatron growled, softly at first and then louder. "How dare he lay a claw on you! The little coward will regret what he did. Once I find him I will be sure he does not leave this ship ever again. And you may watch, pet. His torture will surely be good training for you." The silver mech grinned a little. "In fact, you can be the one to help me. I would normally let Knockout have his fun, but you could learn so much. I will have scouts sent out after him at once!"

"....Uh.... No?" Red tried, not wanting Starscrean hurt. She tried again, not trying to sound so unsure.

"Ah... Ah won't! He left cuz ya hurt 'im ya dummy! He thinks ahm some kinda 'distraction' or whut-evah!" She glared at the silver mech. Didn't he know ANYTHING?! "So it's basicallay YER fault he left! Ah was jest an innocent by-standah!"

"My fault that he left? MY FAULT?!" Megatron roared, although the words somewhat got to him. Starscream had left because he was hit? He always hit the stupid Seeker and he hadn't run before. "You're trying to tell me he was jealous and left? Ha! How pitiful he truly is! And if he can't take a hit, he is not worth my time."

"Statement: Reverted to Seeker dialect when Lord Megatron did not retrieve him from cell." Soundwave said softly, picking Red back up and trying to get at her badly crushed knee to fix it.

"He... he did?" Megatron asked in badly concealed shock, realizing now how much he had hurt the Seeker. They didn't do that unless they were horribly upset somehow.

"YOWOWOW!!" Red twisted herself sharply, glaring at the silver mech angrily, a little surprised by his shocked expression. "YES! 'An it kept meh up 't!" She huffed annoyed, crossing her arms. She then focused her glare on Soundwave. "Ah can heal by m'self ya know!" She informed him, her green eyes snapping furiously.

Soundwave looked as sheepish as a mech under a visor could, pulling his servo away. "Inquiry: Does pet require medical attention for repairs?"

"It heals faster with a bandage... So ah guess a 'lil." Honestly, despite her not liking how he had hurt her, she was deep-down glad he cared enough to help her out. Besides, though she'd never admit it, the sheepish look was actually quite cute.

Megatron growled, although he looked unsure of what to do now. Both Soundwave and his pet had said the same thing... maybe his second wasn't a traitor like he thought. No matter, he would retrieve him. "Where did he go running off to, my pet? Since you two were so friendly with one another I would think he would tell you." Megatron hissed, claws curling around the cage bars.

"Ah dunno where 'e flew off 't! We ain't BFFs or anyth'n!" Red told him.

Megatron made a deep rumbling in his chest, annoyed but not going to strike. "Soundwave, attend to my pet. I will be back shortly." He said, turning without another word and heading out to look for his wayward Seeker. Soundwave poked at Red a bit before bringing her to Knockout, deciding the medic was best to assess her damage.

Red winced, seeing the blood, energon and some exposed cables. "Look... Soundwave... FYI, ah was only try'n tah protect Stahscream! Know it may sound 'lil weird... but still!" She told him, clutching her knee as she was scooped up and brought out of the cell.

Soundwave thought a moment before nodding slowly. "Gesture: Understood. Seekers need better care than what they get." He admitted.

Red sighed a little. Protecting those who didn't deserve protection. 'Whatta life.'


	7. Chapter 7: Decontamination

**Summary for the Chapter:**

> Raf has done it! The tracking device is now complete and ready to be used! Will it work? Also, Optimus Prime recalls a startling and spark-breaking event that took two beings he loved the most... 
> 
> Meanwhile, Red ends up with the worst thing possible; lice. So how does Soundwave handle this? The result; an embarrassed Red and Soundwave too!

\---

 

**12 Hours Earlier....**

"It's complete!" Raf sighed with relief, holding up a small device.

Miko squinted at it. "That's IT?!! Dude, it looks like a chocolate."

"That's the idea! It's small enough, plus, it's disguised! That way, Soundwave shouldn't be able to detect it until we make an exact lock on the Nemesis! By then, we'll have her coordinates and be able to deploy a rescue!" Ratchet explained.

"Clever..." Jack commented aloud, holding it up. "It's light too. But wait, what if she, y'know, eats it?"

"Ah... that's the catch!" Wheeljack grinned. "There's a small button underneath the base of it, one only she would be able to feel. But still, because of the size and structure we made it, it still can be detected by technology such as Soundwave has. If he is scanning for a tracking device."

"So basically all we need tah do is jest, slip it intah whatevah food he's gett'n fer Red 'an hope he ain't gonna find it?"

"Basically, yes." Ratchet confirmed what Mitch said. "Now... we will just have to wait until Soundwave goes to take food." As soon as he said this, the screen blipped. "Speaking of which..."

Agent Fowler came into view. "Prime! That faceless 'Con is attacking a four star restaurant in Boston!" He boomed through the speakers. "My boys are trying to keep civilians calm and it under wraps, but you'd better hurry it along a little!"

"That'd beh mah cue!" Mitch sighed, snatching the tracking device and rushed down the stairs.

"Mitch, I still believe it is unwise that you put yourself at risk." Optimus told him as he reached the final step.

"She's mah sistah Optimus! She's 'th only familay ah got left! Ah don't care 'bout 'em risks, so long as she gets saved!"

Optimus nodded, understanding. "Then so be it."

He watched Mitch head for the activating groundbridge, his optics dimming a bit, remembering how not-so long ago, he had the same attitude towards protecting two things he had cherished the most... yet it still happened. A young sparkling's wail... the terrible, frightened and pain-filled scream that still echoed in his audio receptors and made his spark lurch. 'OOOORIOOOON!' His own voice crying out into the depth of the void, 'ELITA! NOOOO!' A shot... a menacing laugh... and the feel of a spark fade away from his own.

No one except for Ratchet knew. Knew that once upon a time, he had a sparkmate and sparkling. But war took their lives. And he would not let any human or Autobot suffer the way he had. He turned his helm away and walked down the corridor. And, making sure he was alone, allowed a single energon tear to roll down his faceplate. The dull ache from the missing spark intertwined with his own plagued him day by day, night by night. As a Prime, he knew he must be forgiving. But it was Orion Pax's mate that had joined the Well of AllSparks that fateful day, and that little piece of him had gone with her. Along with their sparkling... their little femme, Cellina. She had only been two stellar cycles old.

She had been unusually small, looking very much like her mother, but with her sire's optics and a bright, fiery red coloring. He smiled faintly, remembering the excited squeaks and chirps she made whenever he came back from a mission. He could almost feel the tiny body snuggled close to his spark, beautiful blue optics shuttering dreamily, safe and sound. He made a little, saddened sigh and allowed one last energon tear to slip out of his optic before straightening out, then made his way around and marched back to the main area, once more in his Prime stature.

Mitch returned minutes later, huffing and puffing. "He... he almost saw meh! Ah swear 'e did! But ah hid 'th track'n device! We're good tah go! 'Th rest is up tah Red!" He told them.

Wildstar, Smokescreen, Bulkhead and the humans cheered. "Yeah! Red Rescue here-we-come!" Miko whooped, high-fiving Jack.

***

Soundwave placed her on a medical berth, waiting for Knockout to come out of his room. He was polishing himself and it seemed to take him far longer than any other 'Con, possibly due to his vanity. "Coming, coming. If you aren't dying, I'm not going to hurry." The sports car called from the other room. Red glanced over at the entrance to the room.

"Think he'll even know where tah begin?! Ahm still part human after all!" She seriously did not like Knockout one little bit. Soundwave had insisted on bringing her in, along with Megatron's orders. She scratched her head, the scalp feeling a bit itchy. But she ignored it mostly.

Breakdown came into the room first. His single optic landed upon Soundwave, then shot down to Red. "Well... isn't this a surprise! Lord Megatron's newest pet got herself hurt?"

Red glared at him. "Call it a fly'n hit wise-guy!" She growled. Breakdown glared back at her.

"Statement: Pet was misbehaving. Solution: Soundwave disciplined her."

"Whatevah." Red snapped, a little agitated.

"Why have you called us here, Soundwave?" Knockout demanded, also coming in.

"Uh... h'lo!" Red pointed to her knee, green eyes snapping. "He wanted meh 't get checked up!"

"I don't touch insects like you." Knockout growled,  Soundwave pointing to him then at Red, directing him in fixing her.

"Well 'scuse meh mistah fancy-pants!" She snapped, quite irritated due to the constant itchiness in her scalp. "Ah thought ya were some kinda doctah!"

"I am... just not to things like you." He retorted. Seeing Soundwave's stance, however, he momentarily froze but went towards the girl.

Red kept her firm glare on him, her eye twitching due to the itchiness. She self-consciously scratched her scalp, watching Knockout and Breakdown like a predator would watch it's prey.

Scanning her, Knockout suddenly found a few parasites on top of the girl's fuzzy helm. "What in the pit?!?!" He shrieked, jumping back and pointing at her. "She has a disease on top of her head!!!!" He clawed his way up Breakdown.

It was quite a funny sight, and Red would have laughed had she not been so startled when Breakdown said, "I'll handle it." He gently shoved off Knockout, took out his hammer, ready to slam it onto her, but Soundwave stepped in his way.

"Don't harm a fibre on my pet's head!" He played a recording of Megatron speaking to Airachnid, his finger pointed at the girl.

Red shoulders sagged and she sighed with relief. Then of course she could only assume what the 'parasite' meant. "Gak!... Agh.... Don't tell meh tha' brush 'ad itself a nice 'lil 'ol familay 'a lice!" Seeing every single 'Con's confused faces, she quickly explained. "Tiny parasites that're contagious. Only affects humans though!"

"SOUNDWAVE!" Knockout shrieked. "Decontaminate this 'insect'! I will not touch her until you do." He ordered, half whining and glaring at Red's head.

She groaned. "If it ain't one thang, it's 'nother."

"Problem: No human-sized decontamination centers on the ship." Soundwave pointed out.

"Well find one! I am a doctor, not a sparkling-sitter!"

"HEY! WATCHIT!" Red snapped. "Ah am NOTTA... whatevah ya jest called meh!"

"Correction: You are small tiny, and young. Making you the younger, baby version of your race. A sparkling." Knockout spat, making fun of the way Soundwave spoke.

"Well... hey 'least ahm toughah than YA!" She pointed out.

"Correction: Pet is a teenager. Definition: Half-grown version of her organic race." Soundwave retorted, unfazed by the outburst. "Addition: Also known to be very hormonal." He added, looking down at the girl.

"HEY!... Hokay... tha' is kinda true... BUT STILL!"

Seeing the fire in Red's eyes, Soundwave picked the girl up and looked for a barrel to fill with water and give her a bath in. Also he was trying to get her out of here before she got herself killed. She had a way of doing that.

Red squirmed around in his grasp, scratching her head like crazy. "GAH!..." She shouted, feeling frustrated.

Soundwave took and set her in the 'shower room' and picked up a barrel from the hall and rinsed it out, then filling it with water, he turned to Red. "Request: Pet must clean herself."

"Ya gotta beh kidd'n meh..." She groaned. There was NO WAY on earth she would strip down in front of a 'Con and take a bath. NEV-ER.

"Order: Do it now." Soundwave said, pointing at the barrel. "Promise: Or Soundwave will."

Red, feeling agitated, said the two wrong and fatal words. "Prove it!"

Bending down, with his spindly digits, Soundwave lightly began to pull off her shirt. "HEY!!! HEY HEY HEY!!!" She shrieked, fighting. "YA BETTAH NOT-"

Picking Red up by her sneakers, Soundwave held her upside down, pulling the shirt off all the way. "Question: Would Pet like to finish?"

"Y'know... there's a 'lil thang ah stronglay b'lieve in... it's called MODESTAY! EVAH 'EARD 'A IT?!"

"Fact: It is not enlisted in the Cybertronian vocabulary."

"Well it is in our's! 'An ah'd like tah NOT strip down, thank ya veray much!"

"Fact: Pet's armor will get wet, and then she will have no protection cloth on her flesh body."

Red groaned. She could not win against this guy! "Gah... well, aren'tchya 'th nice fella eh?" She stated sarcastically.

"Noted: Sarcasm. Fact: Pet did not answer Soundwave's question."

Red swore out loud. "NO WAY!" She yelled.

"Resolution: Fine. Statement: Soundwave will then." He stated. Pinching her torso, and began to slip her shoes off, then her pants and underwear. Finishing with all of that he placed her right-side up into the water, handing her hotel soap, conditioner and shampoo he'd also managed to swipe from a hotel on his previous outing.

Red gasped and bit her tongue to keep from screaming. The water was FREEZING! Ignoring her shivering, Soundwave turned away, knowing that humans liked to do this sort of thing alone. Making sure to stay down low, she snatched the soap from the rim and began to lather it up, rubbing all over. Soundwave tried to act like he wasn't peeking at the girl from behind, making sure she wasn't trying to run off.

"Ah know yer watch'n meh, ya peep'n tom! Ah am NOT gonna run off in mah birthday suit, hokay?!"

"Observation: Is it Pet's creation date?"

She groaned. "Ah ain't gonna go intah details. 'An it ain't fer another couple 'a weeks, FYI."

"Question: Then what is 'birthday suit'? Question: Did Soundwave miss a protective layer on Pet?"

Her eyes widened even more. "DON'TCHYA DARE COME OVER 'ERE YA GOT THA'?!" She shrieked, then lowered herself deeper into the water, blushing.  _'Take me now!'_  She thought to herself.

"Agreed." Soundwave simply put.

Red's eyes widened again. Did he just...? "Did ya jest... talk lahke a normal person?!"

"Correction: Normal Cybertronian."

"Well hokay... but still!" She made sure only her head was visible.

"Fact: Knockout is becoming impatient. We should hurry."

"Gotchya... only need a 'lil bit 'a this stuff... heal'n energy will kill 'th rest." She reached over to grab the shampoo and undid her ponytails, then, out of an old habit, hummed to herself, lathering up her fiery hair and ducked under and rinsed it all off. She finished with the conditioner, letting a few notes come out of her mouth, her voice soft and sweet, for a brief moment forgetting where she was.

Listening, Soundwave stared at the wall. He recorded her humming and few notes, secretly enjoying the sounds she made with her vocalizer.

She ducked under the water again, rinsing out her long, fiery hair then stood straight, wringing it out. "Okay. NOW ahm done!" She told him. He tossed her a human-sized towel and her clothes, keeping himself turned away, knowing how much she didn't like it when he was facing her.. Wrapping it around herself, she climbed out and quickly dried herself out and her hair, then getting dressed quickly.

Soundwave picked Red up in one servo, scanning her over. Everything seemed vital enough. "Question: Do you still need medical attention?"

"Uhm... well..." A sudden burst of stabbing pain in her knee made her wince and she looked down, her knee still hurt. Great. Since her healing energy was busy with eradicating the lice, her knee wouldn't heal properly for awhile. "Ah think tha' answers tha'." Taking her back to Knockout, he set her down, and waited for him to check her over. Red stared down at the exposed wires, wondering what she truly had been originally. A Protoform?! A transformer herself?! Possibly... not likely.

As Knockout scanned the girl over, he frowned. "I can't give her healing energon. She requires organic fuel."

"... Yer stall'n ain'tchya?" Red asked, raising an eyebrow.

"Why you little-!" Knockout growled, glaring at her. "I cannot work on her like a normal Cybertronian!" He repeated, trying to get out of the work.

"Oh! For gosh darn sakes! Ahm HALF Cybertronian! Just ignore 'th flesh 'an bandage it up?! Yeesh! Even AHM a bettah doctah than ya!"

Grumbling, Knocout began to work on her wound, finishing it up in a matter of moments. "Typical. Humans can't take that bit of damage like us Cybertronians." He snarled, and motioned for Soundwave to take her away.

"HEY! DO YA KNOW HOW MANY TAHMES AH BROKE MAH LEG?!!" She snapped, disliking greatly what he had just said.

"And do you know how many times I have done that? Hmm? Not in years! And you come to me being half-Cybertronian and this is what you get." He murmured, picking his tools up, while Soundwave grabbed the half-fleshie.

"OOOH WHY YA! WAIT UNTIL AH GET MAH HANDS ON YA-" As soon as she said it, Red's hand activated and fired, scratching Knockout's paintjob!

"DO YOU KNOW HOW LONG THAT TOOK?!" Knockout screeched, and grabbed a hammer, ready to squash the little insect for what she was, when Soundwave stopped him. Slowly, pushing the weapon down, he grabbed the girl and walked silently out.

She groaned. "Hands: Off." They deactivated.

"Advice: Pet must stop doing that." Soundwave groaned, getting tired of saving the human time and time again.

"They're voice activated! Ah say two-'an-two words t'gethah, 'an they activate! Ah have no actual control in 'th mattah!"

"Fact: Pet must learn how to control them."

"Ah know... Ah know!" She sighed, some days, such as that day, wishing she wasn't half-Cybertronian.


	8. Chapter 8: Elita-1

**Summary for the Chapter:**

> Red and Soundwave finally, finally talk (instead of threatening/arguing with each other!) and Red gets a glimpse of a sight that no Cybertronian nor human has seen; Soundwave's face! Also, Soundwave recalls a time before the War, when he was a sparkling... and his relationship with a similar feisty femme.

\---

 

Red woke up the next morning, exhausted, her back killing her. "Nngh... Typ'cal."

Soundwave was already there. "Observation: Why does Pet wake up in a bad mood?"

"Ya jest try wake'n up with a sore back fer four days straight 'an then git back 't meh." She grumbled.

"Fact: Soundwave does not get 'sore'. Inference: How do humans solve this problem?"

"Two words. Soft. Bed."

"Correction: That was four words."

She stood up and stretched out backwards, her back cracking loudly. She winced. Nobody her age should make that kind of cracking.

"Inference: Pet's frame should not sound like that. "

"Ya got THA' right! Nngh! Soonah or latah... ahm gonna have trouble stand'n up!"

Standing up himself, Soundwave silently prepared to leave for a little outing. As he left, Red ate whatever food was left and sat down, looking at her locket and remembering brighter days. About twenty minutes or so later,  Soundwave returned. Red quickly clipped it shut and hid it, watching him return. "Solution: Bed for Pet." He said, sliding a giant-dog bed into the room, with a baby blanket and pillow added in.

Red stared at it. "... Tha's a dog bed. 'An ah don't care whut everay 'Con may refer meh tah, ah am NOT a pet!"

"Today's sale only, Beds of all Shapes and Sizes! Fifty-percent off comfortable beds for your pet!" Soundwave repeated a recording of the ad. "Also on sale, bed blankets and pillows for your little one!"

Red slapped her palm into her head. "Miracle ah 'aven't died yet!" She grumbled, then sat down in the bed, surprisingly the perfect size for her. It had been designed for a Great Dane, she supposed.

"Question: Will it do?" Soundwave asked her.

"Beggahs can't beh choosahs. So ah guess so!"

Nodding, Soundwave sat down, not sure of what to converse with the human about. Red shifted around so she was upside down, staring at Soundwave. "Inquiry: Why is Pet staring at Soundwave?" He asked, seeing her gaze on him.

"Ahm bored." Was her simple answer. Red then made a decision. She was stuck here for awhile, right? So why not to try and turn Soundwave's questions around to him!

"Bored: Meaning to have nothing to do." He recited, and looked at her.

"Why do ya hide yer face all 'a 'th tahme? What? Are ugly or someth'n?!" She chuckled.

Normally, Soundwave would've incinerated anybot who had said those words to him. But, not wanting to be beheaded by harming Megatron's pet... "Answer: Soundwave is not hiding face. Reason: Model is made to look like this." He said to her.

"... Seriouslay?!" She asked, disbelieving. 

"Response: Yes. Explanation: Soundwave's model was one that was a mistake. The visor is to hide what's under it." He didn't know why he was opening up to her. Something about her made her feel calm and secure. An odd feeling he had not experienced for decacycles.

"Hm... ah'd lahke tah see whut's undah it!"

Soundwave thought for a moment. He swore to never show anyone his face... although with her... he took a small, deep breath in and lifted his visor up a tiny bit, not enough to see it all. Still covering his eyes.

Red saw only his mouth. "One-step-atta-time thang eh?" She sighed. "Ah can manage."

"Correction: Pet will not want to see the rest." He said quietly.

Red sighed, deciding to take a risk. "Look, uhm... If ya don't wanna tell meh then ah understand. But... Ya show meh, an ah'll tell ya mah 'lil secret." A risky gamble, she knew.

Looking at the girl up and down, he checked the perimeter, and lifted his visor up. "Inquiry: Happy now?"

Red's eyes widened. "G'night Gracay!" She gasped. "Ya... Well yer... Don't think ah sound stupid or anyth'n, but yer face.... Yer handsome!"

And he was. His face was a darker gray metal, smooth and shiny, with glowing violet optics and a slim mouth.  Shutting his visor fast, Soundwave looked down. "Correction: Soundwace's faceplate is mistake." He said quietly.

"Pffft! No it ain't! Whut idiot told ya tha'?!" She asked, a little shocked.

"Answer: Everyone before the war. Information: Soundwave was not suppose to look like this. Soundwave was to be like a normal Cybertronian, a new breed of Seeker, but upon seeing the mistake creators had produced, they covered Soundwave's face with this visor. To hide the mistake, and never redo it." He informed her, remembering how he was the only one of his model.

"Well, ah like it! It's unique! It's different! 'An ah know 'th feel'n. When ah was 'lil, kids made fun 'a mah height 'an red hair. Believe meh, 'Carrot-top', 'Hot Habronero Peppah' 'an 'Shorty' were 'th worse names evah. But ya know, ah thought ah was a mistake m'self, specially aftah ah found out ah was lahke this. But mah mothah always told meh, "there are many, many people in this world Red! But onlay one you! Be proud 'a who ya are!" 'An ah took 'er word 't 'eart." Red sighed a little. Talking about her parents still brought back that dull ache. 

"Observation: Humans are nicer when bullying than Cybertronians."

"Don't tell meh they beat'chya up!" She could only guess.

"Correction: Disciplined Soundwave at first. Information: Then creators built a visor to cover it. Conclusion: Soundwave does not take it off anymore."

"Gosh... wait... you were built?! Ah didn't know ya could build Cybahtronians!"

"Negative: Soundwave was planned to be a new advanced life-form. Information: Because of his power, his creators became afraid. Addition: Plus, was stuck with this malfunction. Project Soundwave: Failure."

"Project...? Whoa... there's a lot more to ya than meets 'th eye."

Giving a shake of his helm, Soundwave stood up. "Wait! It's mah turn! You told meh, it's only fair!" She dug into her pocket and pulled out her locket. "This is mah familay-"

"Halt: Soundwave already has all the information on your family. Information: Died in car accident, brother being only one who survived." 

"Wait... how'd ya find out?!"

"Answer: Soundwave was ordered to research Megatron's pet."

Her eyes widened. "Gah...! Look, ah'll do anythang! Just make sure Megatron doesn't know anyth'n 'bout mah brothah! He's 'th onlay familay ah got left! If he dies... ah dunno what ah'll do..."

"Regret: He already knows. Fact: Your government has hidden his housing information and location, since Decepticons tracked Bumblebee's human companion."

Red sighed a little, relieved. "Thank goodness fer that!" She clutched her locket protectively. "So ya alreaday know 'bout meh, 'bout how mah parents died... hmph... so much fer try'n tah stay even!" 

"Fact: All except Pet's techno-organic origins." Soundwave admitted.

".... Ah guess ah can tell ya what ah know." She sighed. Turning towards Red, he leaned against the wall as she began. "Mah parents went out to a partay one night, took Mitch with 'em. They came home late, 'an saw someth'n on 'th doorstep. At first, they thought it was a package 'a some-kind. So dad and mom went tah get it. But when they got there... they found some kinda pod... 'an inside... was a 'lil body... a tiny robot. It opened up, 'an they touched it at 'th same tahme."

"Inference: So Pet is protoform, with organic DNA fused into her."

"Probablay." She sighed. "They gotta shock that made 'em black out... 'an when they woke up... yer's trulay was ly'n there..."

"Question: Has Pet ever upgraded?" He wondered aloud, thinking if she was a protoform that made her more Cybertronian than human.

"...Ah think ah did... b'fore ah met 'th bots."

"Confirmation: Pet has only had one?"

"Well... few months back... ah woke up 'an there was this terrible burn'n feel'n... mah boday was glow'n dark red... 'an ah let loose a couple 'a power surges that caused a blackout... plus, ah felt most 'a mah organs disintegrate 'an beh replaced... does that count?"

"Confirmation: Yes. Information: Changing is upgrading. Addition: Pet has only gone through one." He told her, trying to ponder if she would ever do another one.

"Soundwave... was anyboday evah nice 't ya on Cybahtron?"

"Answer: Only few, but that was before the War started."

"Whut were they lahke?"

"Description: Only one was truly Soundwave's friend. Information: Elita-1 was designation. Status: Died in the war."

"Was she a 'Con 't?"

"Answer: No. Information: When the time came, she chose the Autobot faction."

"Oh... musta been hard 't fight 'er." Red strangely was warming up to Soundwave, finding it easy to talk to him.

"Correction: Soundwave does not fight."

"Are ya kidd'n meh?! Ah've seen ya in action! Ya can fight lahke 'th best 'a 'em!" 

 "Answer: No. Reason: Soundwave was not built to be a warrior-class Cybertronian. Information: In the war, Soundwave did not fight at all. Now Soundwave fights since Decepticon numbers are decreased."

"Wow, that's interest'n. Who taught ya then?"

"Answer: Soundwave did, downloading information from databases."

"WOW!" Red was stunned. "Ah 'eard 'bout do-it-yerself kinds 'a thangs, but that jest takes 'th cake!" Shrugging, Soundwave turned to go and get some more food, noticing her supply was low. He also needed to clear his processor. "Soundwave! Wait!" Red called after him. She stopped for a moment. What was she doing? Still... she felt like she had to. "Sound... ah wanna 'pologize fer be'n so hard on ya. It's weird ah know, but still... inna way, yer just lahke meh."

Giving a slight nod to signal it was all right, he turned to leave again, hoping to get to the video recorders before Megatron heard their conversation, and remembering his dear friend the first day they'd met...

**Flashback**

_Standing on his own, little Soundwave made sure his visor was over his face, and watched the other sparklings play several feet away from him. One of them stood out from the rest. A pink-and-purple Cybertronian femme whooped and hollered, kicking a crafted Cybertronian ball to the group. One of them accidentally kicked the ball, and it went flying and rolled over to him. Soundwave stared at the ball, then looked up at the other sparklings, unsure of what to do. Many of them made fun of him. The pink-and-purple femme, brand new to Cybertron's capital, wasn't fazed however._

_"KICK IT OVER!!! C'MON!!!" She hollered, waving her arms. Standing up, he hesitated, and he slightly pushed the ball with the tip of his pede towards them, quickly sitting back down. The femme walked over, grabbing it. "Why aren't you playing?" She asked him, cocking her slightly scuffed faceplate. Shrugging, he looked down. He didn't liked the way his voice sounded. She looked over her shoulderplate at the group. "WHY ISN'T HE PLAYING?!" She hollered, being quite loud in her youth._

_"He doesn't do anything!" A young 'Bot said._

_"They say he's a malfunction, but his creators couldn't destroy him!" Another called back._

_"Well then!" She said, looking at him. "Is that true?" Giving a slight nod, he waited for the sound of her making fun of him. It was what always happened with new sparklings. "I've only got one thing to say!" She told him, placing a servo on her side and dropped the ball. She looked like she was about to make fun of him. Looking down, he waited for it to come. He knew it was. "I'm Elita-1! But everyone calls me 'Elita' for short!" She stuck out her servo. "What's your name?!"_

_Looking up at the girl, confusion filled his hidden optics behind his visor. "Designation: Soundwave." He muttered, not sure if he could trust the girl. Many had pretended to be his friend just to backstab him._

_"Soundwave?! That's a cool name! Sure is better than, 'Elita-1'. And you're purple too! I love that color!" She babbled excitedly. Soundwave cautiously watched the femme, listening to her ramble. "So hey you wanna come and play? I'll vouch for you!" She invited him._

_Seeing the other's scowls, he shook his helm and stood up, preparing to leave. "No? Then I'll come with you!" She tossed them the ball. "YOU CAN PLAY WITHOUT ME!" She hollered. Eyeing the femme, he began to walk towards a cliff nearby. Elita followed him. "Soo, how old are you?" She asked, blue optics curious._

_"Answer: 10,369."_

_"Cool! I'm 10,365! Why are you heading to a cliff?"_

_"Answer: It is the only place Soundwave likes."_

_"Can you fly?!" She asked, looking for anything to talk about._

_"Answer: Affirmative."_

_"Wish I could fly! But I'm a ground-mode..." She sighed. "What's it like to fly?!"_

_Looking down, Soundwave tried to come up with how flying felt. "Definition: Is hard to explain. It is like you are free almost, but not truly. It is strange, but in a good way." He awkwardly began._

_"Wow... it MUST be cool!" She whispered. Skipping along, she decided to ask some more questions. "Do you have any siblings?! Parents?! Friends?!"_

_"Answer: No. Just creators, and no."_

_"Oh..." She mumbled. "Soundwave? C-can I be you friend? I'm new and I don't have any. Everybot thinks I'm weird too." She admitted softly._

_"Answer: Elita does not want to be Soundwave's friend."_

_"What?! Of course I do! You're so cool! I like you!!" She blurted out. ".... and not in the kissy-kissy kind of way."_

_"Statement: Of course not!"_

_"Why not?!" Elita argued._

_"Redo: S-Soundwave was saying that he knew Elita didn't mean she liked Soundwave that way..." Soundwave stammered._

_Elita giggled. "Messing with you!" She chirped, gently punching his shoulderplating._

_"Kidding: Definition?"_

_"Yep!" She chirped again, kicking a small scrap of metal._

_"Statement: It was a question..." He said miserably. No one ever understood what he meant._

_"Oh... sorry... ugh I'm so stupid! Everyone back home was right; I just... jump into stuff."_

_"Negative: It is Soundwave's fault. Reason: Soundwave does not talk properly."_

_"Hey, I think your talking is cool!" She said, smiling._

_"Observation: Elita cannot understand it."_

_"I know... but I'm willing to learn and try."_

_"Fact: No one has ever tried to do that."_

_"Then let me be the first." Elita said, her optics shining. She was true to her word, and stuck to it no matter what._

_"Fact: Most friendships turn out to be them wanting to backstab Soundwave." He admitted. "Question: Elita is not going to do that, is she?"_

_"I promise I won't. Cross my spark, hope to fly, choke onna bolt 'till I die!" She swore, crossing her spark._

_Nodding in agreement, he looked out to the cliff, in which they had arrived at. "Question: Does Elita trust Soundwave?" He asked, getting an idea in his processor, hoping that it would work._

_"Of course I do! Why do you ask?" The tomboyish femme asked, cocking her helm curiously._

_Standing up, he hooked his arms under hers, and moved her closer to the edge of the cliff. "Request: Do not be angry." He whispered into her audio-receptor, and tipped them over the edge!_

_"WHOOOOAAAA!" Elita yelled as they fell. Soundwave fell head-first, then got his boosters into place, and pulled them up, forcing them to fly into the Cybertronian air._

_Elita gasped, a smile spreading across her flaceplate. "WOOOOHOOOO!" She cheered._

_"Question: Where is Elita's housing unit?" He asked, still flying higher, the other ground-bots becoming smaller and smaller._

_"THAT WAY!" She yelled, pointing to the far edge of Kaon._

_He banked left to where she was pointing. Elita's optics were wide, and she cheered, loving the feel of flight. "Question: Where to now?"_

_"Just keep going this way!!!"_

_Nodding, he kept flying towards the direction she wanted, making sure to keep a tight grip on her. Elita also made sure her arms were securely wrapped around him, cheering and whooping. Deciding to let her have even more excitement, he went into a short, free-fall all of the sudden._

_"WHOA!" She gripping his plating, then laughed. "Hahaha! Nice one!"_

_Pulling up, he did three backflips to get himself back up in the air, then added in a spiral for fun. "Question: How much longer?"_

_"About now." Elita sighed._

_Trying to hide his saddness, Soundwave took the femme way up into the air, so that the Cybertronian city was almost a spec. "Request: Hold on!" He told her, and went into a spiraling free-fall, pulling up at the last minute, and placed Elita on her pedes before landing himself._

_Elita plopped on the ground, laughing. "That was fun! Let's do some more tomorrow!" She stood up, smiling. "Thanks Soundwave!"_

_"Answer: Okay." He said, holding out his servo and waving a little. "Promise: See you tomorrow."_

_"You betchya!" She said. "Bye Sound!" She ran off, cheering and laughing. Soundwave sighed. Perhaps he had found himself a true friend at last...._

**Flashback End**

Soundwave blinked. Why was it that for some odd reason, Red was exactly like Elita-1?


	9. Chapter 9: Weakness

**Summary for the Chapter:**

> Red's first encounter with Insecticons almost ends up in disaster! Thank Primus for Soundwave, though! Afterwards, she convinces him to train her, and gets the sense that Soundwave's feelings for her may expand beyond... what 'friendship' they have!
> 
> Also, Soundwave recalls more of his time with Elita, and realizes that he too has feelings beyond those he can comprehend, and realizes that his weakness is a small, red-headed half-human...

\---

 

Red sat in her dog bed, fiddling around with her locket to pass the time. As she did so, three Insecticons passed by. "Insecticons are far better than regular Decepticons." One of them boasted, even though Hardshell, the best of them, had been terminated.

"Huh?" Red turned her head, her green eyes widening when she saw them. "WHOA NELLIE!" She yelled, springing up. She'd never seen an Insecticon before in her life.

"Who is the little pet?" The boastful one hummed, immediately picking up on her tech-side. She looked delicous.

Red's eyes widened throught the cage. "H-hey!!! Watchit!" She snapped.

"Whatever it is, it smells delicious." One of them said. "Wonder if Lord Megatron will mind if we have a bite?"

"Ah! H-hey! Ya-Ya bettah not!" She stammered, slightly scared. "Hands: On!" Her hands activated, and she raised them and fired.

Not even feeling the attack, the boastful one came up. "You smell so good." He mumbled, and reached through the bars to bring her into his talons.

"GAAAH!" She shrieked. She continued to fire, looking for some weak spot. The Insecticon picked her up, and brought her forward. Red persisted to attack. "LET MEH GO!!! LET MEH GO YA CREEPY BUG!!!" She yelled repeatedly.

"Oh stop squirming, I only want an arm or leg." He snarled.

"NOOO!!!" She screeched, all of the sudden her blasts increased in power, and made a good dent in his faceplate.

"Ow!" Tossing her to the next 'bug, he growled, rubbing his plating as the other pinched her arms to make sure she couldn't shoot them. Red dangled by her arms, staring into the frightening face. She squirmed and thrashed, trying to break free, but to no avail. _'I can't believe I'm saying this... but...'_ She thought to herself before yelling, "SOUNDWAAAAVE! HEEEELP!"

Hearing her cry, Soundwave hurried to the corridor, and seeing the Insecticons, shot them out of the way. He quickly caught the now falling Red with his tentacle, then standing straight, he played the recording of Megatron saying not to hurt his pet, watching the Insecticons skitter away. Red dangled by the rim of her shirt, staring off after the Insecticons.

"YEAH THA'S RIGHT! MOVE IT 'LONG!" She yelled after them.

"Question: What was Pet doing?"

"Relax'n when those three came troop'n 'long! What were they?!!"

"Designation: Insecticons."

"Suits 'em!" She shuddered. "That was a close shave fer shure!"

"Fact: They will not bother Pet again."

"Good..." She huffed. "If it ain't one thang, it's 'nother." Setting her down, he put her back into her cage, and sat at the end of it, watching her. Red flopped down and stared up at the ceiling for awhile before getting an idea. "Teach meh!" She said, sitting straight up.

"Request: Explain."

"Teach meh 't fight! Ya know 'ow! Yer 'th one in charge 'a meh!" Red told him, her eyes dancing.

"Complecation: Soundwave cannot. Megatron: Would offline Soundwave. Addition: it would give pet a reason to escape."

"Ah can't, 'member? Ahm onna fly'n ship! 'An ah can't fly! B'sides, might 'elp meh 't complete Megatron's courses fastah 'an more progress 't beh made!"

Sighing, Soundwave nodded slowly in agreement, seeing the same persistence Elita had. It brought back memories he was trying to hide. "Answer: No." He told her, while secretly shutting off the cameras.

"Whut?! Oh c'mon!" She complained, huffing and crossing her arms. "Here ah was, try'n tah make sense!"

Sucessfully shutting down the video feed, he turned back to the girl. "Order: Show Soundwave Pet's best."

"Wha-..." Red was stunned. Then she realized what it meant. "Hah! You are go-od!" She quickly activated her hands, Rollerblades and helmet. She charged, shooting rapidly and zipping around, trying to look for a weak spot and dodge whatever he threw at her. Letting out a few of his tentacles, Soundwaved forced them to move around, trying to grab Red's body and attack. She leapt easily left and right, dodging them. She blasted one of them, groaning when it didn't even make a scratch. "Oh c'mon!"

"Fact: It is very difficult to damage Soundwave." He responded, making them almost viper like, slihering around behind her back and then striking.

"GAH!" Red got hit by a shock of electricity and fell. "Ow... okay! Tha' one, 'urt"

Giving a curt nod, he forced them back, waiting for her to get up. "Objective: Do not allow let them to hit, and try to get in as many attacks as possible." He urged, trying to study her movements and attempt to find areas that needed help.

"Gotchya." She said, her circuitry instantly repairing. She kept her eyes open, trying to remember certain details about how he fought. Watching her speed decrease before she struck, and he forced his tentacles to speed up, and take advantage of it. "WAUGH!" She was flipped over onto her stomach and fell flat on her face.

"Tip: Do not look for weak spots so much.  Advice: Try to hit quickly then once you hit, or find a spot, go for it, but do not stop to look for it. It leaves you exposed." He instructed.

"Kay..." She groaned, getting up and getting into a stance.

"Incorrect: Stance." Soundwave said, shaking his helm and stepping forwards and kneeling down. "Soundwave: Fix." He gently moved her arm with his two slender digits, and pushed back the other one. His spark began to pound as he gently ran his digits along her soft, smooth flesh. He slid them down her waists and back, straightening them out, and slowly moved her legs, taking longer than Red had anticipated. His touch was making her start to heat up.

She loudly cleared her throat. "AHEM!... Uhm... ya think ahm good now?"

Soundwave snapped out of his trance and drew his cervo away, standing up and backing up. "Stance: Corrected. Red: Begin again."

Red momentarily hesitated. He just called her by her real name... then she shook her head. She needed to stay focused. She was determined to be able to fight enough to protect herself. Doing the same maneuver again, Soundwave watched for mistakes. But this time, Red was ready, her photographic memory remembering his steps. She leapt over the tentacle and swung herself around it before landing.

"Praise: Excellent. Encouragement: Now find weak spot."

Red's eyes, as if suddenly given X-ray vision, saw his energy points, leading into the tip of the tentacles. "Tha's it!" She mumbled, then quickly leapt, did a cartwheel and landed, firing right inside of the tentacle's claw.

Going a bit tense due to the shock, he nodded at the girl. "Praise: Good."

"Didn't hit'chya 't bad, did ah?"

"Answer: Negative." He reassured, forcing his tentacles to go faster.

She dodged them, focusing hard and firing into the center of each one. Nodding, he made his tentacles stronger, moving the weak points. Her spark hummed softly, only Soundwave being able to hear it as she concentrated harder of hitting it. Whacking her, he sternly looked down at her. "Gah..... shoulda seen tha' 'a come'n."

"Statement: Red was thinking. Fact: In battle one cannot think, only fight and then hope one can find a weakness."

"Oh..." She struggled to get up, then stood up straight. "Ho-kay... nngh! 'Ere we go 'gain!" Making viper motions yet again, he slid them around. She needed to learn, and she was going to. Red didn't think this time, instead, she merely dodged, then quickly pressed her hands together, expanding the size of her energy blast. Eyeing his tentacle, she fired, hitting his sensor in it hard and squarely, sending a huge jolt rocketing through him. He gasped, a loud hissing sound, then squeezed his optics shut and smoothed his face behind his visor.

"Compliment: Good job."

Red huffed, her circuits still mending and feeling weak due to the jolts she'd also suffered. "Th-thanks..."

"Demand: Again." He commanded, wanting her to continue. Biting back a groan, she warmed up her hands and charged, then suddenly stopped. Her healing energy was stretched too thin from repairing her fried circuits and was causing some damage itself. Fighting back the urge to collapse, she tried to press forward in attack. "Command: Stop." He ordered, and brought his tentacles in. "Reason: Red is too weak."

"Ah gotta... ah gotta! Ah need press m'self... if ah don't try... ah'll nevah learn!" She argued.

"Answer: Negative." Soundwave stated, standing straight.

Holding her side, she tried to fire up her hands, then a stabbing pain made her fall to her knees. ".... stupid... heal'n energy stretched 't 'th limits..." She muttered.

"Order: Must rest." Soundwave ordered.

"Okay okay... f-fine..." She flopped down into her bed, sore, and instantly fell asleep. Nodding, Soundwave stood up, ready to leave. As he turned, Red mumbled something in her sleep. "K-kick it... kick it this way..."

Freezing, he stared wide-opticed at the half-human. His spark gave a little pang, as memories flooded through his processor. Something about this girl kept bringing them up.

**Flashback**

_Elita kicked a ball made out of scrap metal to Soundwave. It wasn't crafted by the best of cervos, but it was well built enough to play with. Soundwave kicked it back, making sure his footing was right, since Elita had just taught him how to play. The femme giggled and kicked it harder, her was of challenging him. Seeing the ball coming right towards him, he hesitated, and the ball hit him in his helm, sending him sprawling on the ground. Elita gasped. "SOUNDWAVE!" She rushed over. "Soundwave speak to me!!! Are you okay??!!"_

_"Status: Ow." He mumbled, lifting himself up._

_"Oh! Whew! For a click there, I thought I'd gotten you good!" She picked up the ball. "I'll try not to kick so hard."_

_"Fact: Elita did not kick very hard, Soundwave just caught it with his helm."_

_She laughed. "I don't wantchya to end up in the Infirmary!"_

_"Reality: Elita hit Soundwave with a ball, not a plasma blaster."_

_She sighed, nodding and walked back to her spot. "OKAY! READY!"_

_"Status: Ready."_

_Elita swing back her leg and kicked it, but it went flying and nearly hit two young mechs int he helm instead! "Whoops." She gulped. Soundwave was one thing, but from a distance the two could not be very kind._

_"Observation: Elita hit it the wrong way." Soundwave murmured, seeing the two mechs look at them._

_"SORRY!" Elita rushed over, screeching to a halt. "Yeesh! I didn't hitchya, did I?" Also walking over to the two, Soundwave lined up with Elita._

_"Fact: Maybe Elita should have not kicked the ball so hard." He admitted, as the two mechs came face-to-face with them, one holding the ball._

_"Uhm yeah, heh! Right!"_

_"I believe this is yours?" A young white-and-red mech said, tossing it to her. "You know that the 'ball' is poorly made." He informed her. "It could've given us a very terrible energon leak if hit right, or worse a dent."_

_"Correction: Dent is no worse than energon leak."_

_"Yep! Been there, done that enough times!" The tomboyish femme agreed, giggling._

_"Not if your a medic-in-training. Those things are a pain to get out."_

_Elita smiled. "I'm Elita-1, Elita for short. And that's Soundwave!"_

_"Designation: Soundwave." He confirmed._

_"I'm Ratchet, and this is Orion Pax." Ratchet introduced himself. The destined Prime studied the femme and mech carefully._

_Elita smiled. "Hiya! I'm sorta new... you two live 'round here?"_

_"I live in Kaon, studying to be a Keeper of the Iacon Hall of Records." Orion told her._

_"Question: Why is Orion already studying?" Soundwave inquired._

_"My model was built to work in the medical field." Ratchet said._

_"While I was chosen to be a Data Clerk." Orion agreed._

_Looking down, Soundwave wished he had a purpose, but since he was declared a failure, his creators had given up on his gifts. Elita's grin wavered. She wasn't special at all. "Hey wanna play with us? More fun when there are four!" She held up her ball and trying to rid of the sudden forlorn mood._

_"Agreement: Yes." Soundwave nodded, looking at the two._

_"Sounds fun." Orion put in, though Ratchet wasn't to thrilled._

_"Then c'mon!" She grabbed Orion's servo and dragged him over to a spot, then hustled over to hers. Soundwave caught Orion blushing a little, watching the femme. He shook his helm. "Objective: Catch the ball and throw it."_

_Elita nodded. "OKAY! ORION HELM'S UP!" She hollered, tossing him the ball._

_Catching the ball, he tosses it towards Ratchet who also caught it, tossing it up and catching it in his servos again. This was a violation of sparkling safety code. He grumbled, tossing it towards Soundwave. Elita laughed, watching Soundwave catch it and caught it herself, tossing it to Orion again. Letting his hidden optics wander towards Elita, he smiled underneath his visor. Thinking that without her he would never be able to make friends at all. As long as he had Elita he didn't feel lonely anymore. He hoped that this would continue like this forever. Two unspecial bots together._

_Elita looked at Soundwave, smiling brightly. Soundwave was unique, individual. One of a kind. He was so mysterious and cool. She was glad she had a friend like him. She hoped that they'd be like that forever and ever._

_Soundwave tossed the ball back to Elita, and she leapt up, but missed. It went flying towards another mech who twice as tall as Elita herself with shark-like dentas. "Soundwave: Is sorry."_

_"My ball!" Elita quickly rushed over to retrieve it, which landed right in front of the tall mech. Scowling at the femme, he looked down with his metal-dust covered helm. Elita reached down to grab her ball. Kicking it, D-16, a miner-class Cybertronian made sure he hit the femme in the helm at the same time. "OW!" Elita fell to the ground, holding her helm, and looked in horror as a bit of energon was on her servo. "Wh-WHAT WAS THAT FOR!" She balled her servo and sprang up, despite her injury, ready for a fight._

_"I missed." He lied, an evil smile on his faceplate._

_"Oh, you messed with the wrong femme buster!" She drew back her fist and landed it in his chestplating, which her helm only reached to._

_"More like a piece of scrap metal." He laughed, pushing her over easily, being much bigger than the femme. Elita, feeling daring, sprung right back up and tried yet again to fight. Placing a large, clawed servo on her helm, he yawned as the femme uselessly tried to attack him._

_Soundwave, watching the scene, ran up to the mech, and paused in front of him. "Request: Please stop!"_

_Laughing at the two, he got an evil smile on his faceplate, and reared his arm back, punching Elita in the helm, sending her sprawling back. "Correction: You're a malfunction! Who taught you how to talk?! A datapad?!" He laughed again, as Ratchet ran over to help Elita._

_She moaned, now having two bad dents, but pushed Ratchet away. "I'm fine!" She stood up, and attempted to march over._

_Becoming enraged, Soundwave ran at the mech and leapt on him, forcing him to the ground and hitting him over and over in the faceplate, making dents and energon leaked all over his face._

_"Whoa." Elita was stunned. A little bit of energon dribbled down the side of her faceplate, blue-green optics wide with shock._

_"Order: Do not EVER touch Elita or any of Soundwave's friends like that again!" He yelled at him. He got off and stared down at the fallen mech, and saw he was miner-class.  
_

_Elita's shocked expression turned into a small grin. "Y-Yeah! You mess with us, you'll end up in worse condition!" She told the mech off._

_Glaring up at Soundwave, D-16 stood up and brushed himself off. "I'm not done with you yet!" The mech yelled, transforming into his alt-mode and ramming into Soundwave before taking off. Flying back, Soundwave skidded down the hill they'd been playing by as a confused Orion stood, watching everything, unsure of what to do. Both mechs were his friends.... whose side should he be on? Hearing the roar of an engine, Soundwave watched in stunned horror as D-16 flipped around and was headed for him again!_

_Elita gasped. "SOUNDWAVE LOOK OUT!!!" She quickly rushed down the hill, trying to beat D-16. Feeling his optics shutter, Soundwave tried to get back up, seeing that the mech was coming back for a second round. But before he could do anything... Elita dashed into D-16's way. " To get to Soundwave, you gotta go through me first!" She hollered._

_Assuming Soundwave was knocked out, D-16 headed for Elita and hit into her as hard as he could, forcing her to fly into the air. Elita crashed with a clanging, metal screech, and rammed into a wall. Flying into the air, the mech transformed and landed on top of Elita._ _Elita grunted, having the air knocked out of her vents. "UHN!"_

_"I heard you like to fly?" He hissed, and picked her up by her armplating._

_She glared up at the mech as he picked her up. "S-some mech you are!... p-picking on femmes..."_

_Smirking, D-16 flew up, and made sure the femme was right over the other mech. Just high enough to injury her slightly, not kill her. "I am a simple miner." He laughed, and let the girl go, his optics sparkling at her screams. These models thought they were so special, but he was far better then them._

_Elita screamed, waving her arms frantically as she fell. "AAAAAHHHHHHHHH!" She landed hard on the ground, several new dents being made. She slowly began to struggle to her knees, her optics half-closed. She looked up at Soundwave, making sure he was okay._

_Finally getting the courage, Orion walked out into the view. "D-16! Please stop this." He begged, catching the eye of the floating mech, who froze._

_"O-O-Orion?" He stammered._

_"Please stop hurting my friends." Orion asked calmly, and the mech looked down at the two, promising this wasn't over silently, before transforming and flying off toward the mines. He was late anyway._

_Elita flopped on her side, badly hurt and one arm bent a funny way. Broken. "Ow... that beating... was tough..." She whimpered._

_Seeing that the mech was gone, Soundwave clawed up, and looked at Elita. "Question: Does Elita require medical assistance?" He asked, seeing the energon and dents in her plating._

_"Mhm..." She answered the visored-mech._

_"Request: Assistance from Ratchet" He asked, and the mech came over, working on Elita first._

_"Question: Are you okay Elita? Apology: Soundwave is sorry if he scared you." He began, trailing off at the last part. Remembering her face as he beat up Megatron._

_"Actually... that was so cool! You were just all, 'in his faceplate' and you weren't scared at all! Hah! That'll be the last time he messes with us, right bud? A-ow!" She flinched as Ratchet worked on her two energon-cracked dents._

_Nodding, Soundwave looks over at Orion, who was a little hurt and deep in thought. "Observation: You made the mech stop. Question: how?" He asked, and Orion's helm snapped towards him._

_"D-16 is like my brother. We do everything together and have each others back. I-I'm sorry for the way he acted." Orion stammered._

_"Wh-what'd he have against us? I wasn't even gonna give him a second th-thought until he hit me!" Elita groaned._

_"He was placed into the mines, that is where his destiny was told, where he was told he belonged. Saying that D-16 likes his work is far below an understatement. He has become jealous that other have a better life then him." Orion explained._

_Elita sighed. "I don't have a better life... I'm an orphan. I don't have any spark-parents. They died when I was a really little sparkling. All I have for family is... well... you Soundwave." She looked at the mech._

_Taken aback by the statement, Soundwave looked at the femme. "Fact: My creators have given up on Soundwave.  Soundwave has no one really. Soundwave does everything for himself. Elita is the first  who ever cared to talk to Soundwave, and for that..." Soundwave said, speaking a lot more then usually. "Question: Does Elita wish to live with Soundwave?" He shyly asked._

_Elita smiled. "I'd like that. I'd like that a whole lot."_

**Flashback End**

Soundwave looked down at Red, who was sleeping peacefully, curled up and smiling in her sleep. His spark pounded. Just a mere look at her nowadays... every gesture, every move that she made, made him feel like never before. Why did he have this growing need to be beside her all the time? Could it be possible? Could he be falling for Red? He leaned against the wall and thought carefully. She was stubborn, yes. Feisty, indeed. But that made her seem so... so alive. He took another glance at her. For a half-fleshie youngling, she was very pretty. A fiery, stubborn, courageous warrior. Exactly like Elita-1 had been. If Orion had never been in the picture, it would probably been he who she had been spark-bonded to. Creeping into the cage, he knelt down beside her bed and gently ran a digit across her armplating. It was smooth, soft, delicate. The simple feel made him shudder slightly in longing. Then running the tip of digit through her fur, he smiled inwardly, loving how soft and sleek it was, and how brilliantly red it was also. Then, receiving a call from Megatron over his comlink, he reluctantly got up and set off, closing the cage door behind him. Soundwave knew it. He was indeed falling for her.

Red was his weakness.


	10. Chapter 10: Nightmare

**Summary for the Chapter:**

> Soundwave is surprised to discover that Red's origins could possibly be darker than he knows about, and Red is shocked when he tells her a bit of his own mysterious past! But to the both of them, one thing is for certain; they are falling for each other.

\---

 

Red was having her nightmare again. The one that had haunted her ever since she was a little girl. The one that seemed to have no end.

_Red was floating in some sort of liquid. It wasn't water, it was something else. Her eyes darted around. She was trapped. Encased in a huge glass vile. She struggled to move, but a painful tugging sensation alerted her she couldn't. Horrified, she realized that there were cords attached to her body, delving deep inside of her. Outside of the vile was pitch black. Murmuring whispers echoed in her ears. "Subject is responding to the formula... add more in.... do not have much time before he comes...." She struggled harder._

_She opened her mouth to scream, but liquid filled her lungs. She shut it instantly, trying not to cough, or else she'd drown. 'H-HELP! SOMEONE! ANYONE! HELP ME!' She screamed internally. There was a low hum and she nearly opened her mouth again to scream as chemicals and such were poured into her body through the cords, making her experience a horrible burning pain. Pain she couldn't fathom. Tear rushed down her face as she struggled, screaming mentally for someone to just come and save her...._

Meanwhile, Soundwave laid a digit on the girl, and shook her. He'd woken up to hear her scream, and found her in recharge, shaking and twitching for the last minute or so. Within moments, she awoke with a screech, gulping in air, staring up at Soundwave. Feeling a pang, Soundwave's processor travelled to Elita for a click. She had that same pitched scream when she was afraid. Shaking it off, he looked down at the frightened girl. "Reality: Red is safe, in her cell." Red shivered, gulping in air. Tears were running down her face, and to his shock, began to sob. "Question: Why is Red crying? Reality: Was only a sparkfear."

"W-was... jest.. jest awful..." She murmured, drawing her knees to her chest.

"Answer: Seeing that Red was in recharge, Soundwave believes it was a sparkfear, or in human terms, 'nightmare'."

"Y-yeah..." She softly cried a little more. "Why meh huh?!! Why is it tha' when ah think it's safe 't fall 'sleep 'gain, it comes back 'an scares meh half 't death?!!"

"Observation: Red has had this nightmare before?"

"Plently 'a t-tahmes..."

"Research: Statistics show that talking about sparkfears makes them seem less frightening."

"Ya sound like mah dad..." She half-joked, sniffling. Nonetheless, she huffed a little and opened up to him. "Ahm inna glass tube 'a sorts, attached 't wires... cables, that sorta thang. Ah can barlay breathe 'an ahm in some kinda liquid...." Her eyes danced as she continued. "There's someboday outside 'a 'th  tube... ah can 'ear 'im... he says, 'Subject is respond'n 't 'th formula... add more in... do not 'ave much tahme b'fore he comes'..."

Taking a deep breath in, Soundwave's processor filled with experiments that were used on him. "Question: Is Red sure she was never experimented on?"

"Not as far as ah know... still... ah have no clue how ah ended up on earth... earliest memory ah got is mah second birthday partay."

"Fact: Most humans do not remember their earliest years." Soundwave pointed out, trying to comfort her.

"But ah do! Ah remember it all clearlay.. everay single detail. Folks thought ah was a freak y'see fer tha'... but now ahm start'n tah wondah if tha' nightmare may 'ave someth'n 't do with meh be'n techno-organic."

Playing back their conversation on how Red had been turned into a techno-organic, he looked at her. "Question: Did Red lie to Soundwave?"

" 'Course not! Why'd ah lie 't ya?! Ah trust ya with mah life Sound!" Red blurted out, then froze. _'Snap.'_

Feeling his optics go wide behind his visor, Soundwave's spark skipped a beat. The feeling of when Elita said he was her only family went through his wires. Only this time it was stronger. Could he really love Red more than he had loved Elita?

Red blushed, realizing what she just said aloud. _'Double snap!'_ She thought to herself. "Ah mean... yeah!" She quickly covered up. "But anyways tha' 'nuff fer ya?"

Nodding slowly, Soundwave looked into Red's eyes. The first time he actually truly had, and his vents froze. Her eyes resembled Elita's so much, only they were deeper, more mysterious, and had a glint of trouble permanently etched in them. In reality, Soundwave thought her eyes were ten times better than Elita's.

Red noticed him staring and her face reddened even more, her own spark pounding in her ears. Was she really... did she really have a crush on him?! Him!!! The Con who'd brought her into all of this?!!

Noticing her reddening face, Soundwave looked away, feeling the energon to his face flow more rapidly. "Apology: Sorry." He muttered, and tried to find someway to change the subject. "Question: Does Red have any questions for Soundwave?" He blurted out, wanting to find a reason for her to know him more, and maybe getting some leverage to get her to talk to him about her past as well.

"Uh... uhm..." Her brain clicked into place. "If yer sucha nice guy, why don'tchya jest quit 'th 'Cons 'an join 'th bots?!!"

Soundwave sighed, looking at the girl, trying hard not to focus on her eyes. "Fact: Many reasons made Soundwave want to come to this side."

"Ah think ah have 'th tahme 't listen. Ah ain't go'n back 't sleep anytahme soon!" Red sat back down on her bed, arms crossed and looking up at the visered mech.

Sighing, his processor already began to go back. "Reason 1: Elita-1 broke Soundwave's spark. She went and sparkbonded with Orion Pax." He admitted, hiding the hurt that flooded his processor from her. "Reason 2: No Autobot ever treated Soundwave like Elita-1 did. Soundwave had more respect with Decepticons, though at times regrets it. Reason 3: Soundwave was of a higher rank with Decepticons. They treated Soundwave as he thought he was; a respected scientist and spy."

Red's lips thinned out. "Sorray 't sound all cruel 'an everythang, but, ya gotta beh kidd'n meh!" She said. "Ah mean, she musta been special to ya, but still!" She got more courage and spoke from her heart. "Soundwave, ah dunno what it was like 't beh in yer shoes, but ah know this. 'Th cause yer serve'n, the life yer livin', it hurts othahs. It may beh wonderful on yer end, but what 'bout 'th innocents that've died? 'An if ya'll do win, 'an 'th smoke clears, will y'all beh truly happay? Will ya beh truly happay Soundwave?" Her eyes shimmered.

"Truth: Soundwave has never thought about it that way. Answer: Soundwave joined this side because he knew Decepticons would win. Information Once they do, Soundwave plans on rebuilding Cybertron, to what it was... and perhaps, if Orion had been terminated, then Soundwave would get Elita back. Conclusion: But war does not always work as you wish."

"Take a good look at this 'ere world Sound. It's 'th same thang. We've 'ad so many wars, settle'n scores 'n stuff, but when 'th smoke cleared, we realized that truly noboday wins. Only there's a lotta damage made, whether meant or not."

"Truth: The war did get worse. Information: Cybertronians began to die, and Soundwave realized he didn't want to hurt Elita-1, but at that point if Soundwave left, he would be terminated by Lord Megatron, like so many others who had wanted to change sides." Soundwave revealed, knowing he would've left the moment that Elita had been killed, but he never did.

"... Ya know, mah dad was a really wise man. He used tah tell meh, 'If ya love someth'n Red, then fight for it. Go 'gainst everythang ya know, sacrifice everythang ya have 't keep it safe.'. That's why..."

"Observation: That is why Red is not cooperative. Reason: Red loves her brother, and Team Prime."

"Ya got 'er..." She admitted. " 'An ah'll keep on fight'n... 't keep mah familay, mah friends, mah country 'an mah world safe."

"Truth: Red reminds Soundwave of Elita-1." Soundwave finally said, but upon saying it he realized something. He didn't love Elita like he thought. His love for Red was stronger than her's had ever been. Elita now felt more like a sister than anything.

"She musta been quite 'th bot then, fer meh 't beh lahke 'er. Funnay thang is, she sounds familiah. Lahke ah 'eard of 'er b'fore ah metchya."

"Reason: Possible, since Orion Pax is also Optimus Prime." He answered, not really understanding what she'd meant.

"Say whut?" Red's eyebrows shot up. "Optimus was married?!! G'night Gracay!" She was stunned.

"Information: Before named a Prime, Optimus was designated as Orion Pax. Function: Dataclerk." He knelt down and continued to talk. "Addition: Also one of Soundwave's best friends as a sparkling."

"Woo Nellie!" She mumbled.

Soundwave nodded. "Fact: Soundwave chose the wrong path." He murmured.

"Ya just made a mistake... "

"Input: Three times in a row."

"Ah made plenty 'a 'em, b'lieve meh." She grinned a teensy bit, remembering a few certain 'incidents' as a little girl.

"Truth: Not as bad as Soundwave did." He muttered to himself, remembering all the times he had hurt Elita, Orion and Ratchet in the war.

"... Don't go blame'n yerself Sound." _'Do you know how much it bothers me to see you beat yourself up like that?!!'_ She thought to herself. She sighed a little, and decided to try and lighten the mood a little. Remembering a few of her 'trials and errors' doing things, she smirked and giggled a little bit.

Soundwave merely nodded, his visor hiding his sorrow. "Question: What is the matter?" He asked, noticing her giggling.

"Oh noth'n... jest... 'membering stuff ah did when as was little. B'lieve meh, it's cah-ray-zay!" She chuckled.

"Request: Continue."

"Well kay..." She giggled again.

"When ah was 'lil... I watched this cook'n show where they were make'n this food called 'soo-shay' 'an ah decided 't make it m'self. But ah didn't have 'th ingredients, soooo... ah improvised. By 'th tahme mah parents found meh, ah'd wrapped up our pet goldfish inna piece 'a green crepe-paper, 'an when they freaked out ah said, 'it's okay! Ah can put 'im back!'." Red laughed.

"Research: Doesn't that terminate fish?"

"Bingo! But ah was onlay four years old mind ya... didn't know at 'th tahme be'n!"

"Clarification: Red killed her pet, trying to make it into an organic fuel?"

"Again, ah was onlay four!" She frowned a little. So much for 'lightening the mood a little'.

Shrugging his shoulders, he smiled behind his visor. "Red: Crazy Aft." He said, shaking his helm slightly.

"HEY!" She tried to look hurt, but her facade quickly shattered as she giggled and copied his speech-pattern. "Soundwave: Same applies 't ya." The smile on her face was bright and huge.

"Correction: Soundwave's aft is very sane." He said lightly referring to the back of his jet-mode.

"Ugh, why are we even have'n this 'ere conversation?" She asked, now standing, leaning to one side, head cocked a little, eyebrow raised, arms crossed, and grinning. Exactly. Like. Elita.

Freezing, Soundwave instantly noticed the stance, making the smile wipe off his faceplate, and he sat back. Though looking back at the young femme, his mood lightened back up. She was indeed much prettier than Elita ever was. No matter how much he thought the words hurt, she was. Her red hair laid in a slightly frizzy heap on her head, while her green eyes sparked with her good mood. Even though she was no Elita indeed, she was far better.

Red caught him staring at her and blushed slightly. "Well-" She began, but the sound of pedes alerted her that someone was coming. "Snap."

"Soundwave, I request my pet in my berthroom. Make sure she is properly dressed." Megatron said, while walking over to the cage. The war lord was suffering from insomnia and needed things to bide his time away. Soundwave made sure he was standing up, and saluted the mech.

"Ah great... Just when ah think ah might actually survive 'ere. 'An FYI, ah do NOT dress up!" Red glared at Megatron.

"You will, or I will personally order Soundwave to exterminate you." Megatron threatened.

"He wouldn't!.... Would he?" She wearily glanced at Soundwave.

Freezing at the words, Soundwave felt his energon veins run dry. He could never--would never--do that! It would be like Elita again, Megatron forcing him to watch it... having the memories flood back, he shook his head slightly. Never again would he watched his loved one die, but for now.... Looking into Megatron's optics, the mech slowly nodded his helm. If it did ever come down to that, Soundwave would help her escape.

"... Fine! Fine ah'll do it!" Red caved. "But franklay ah don't have 'th dressiest clothes!"

"No 'dressy cloths' will be required. I just hope you shall be properly groomed and cleaned."

"Ah will..." Red agreed slowly, her green eyes glimmered a little.

Watching the mech walk out, Soundwave looked down at the girl, making sure he was out of an earshot. "Apology: Soundwave did not mean it!"

"Ah know ya didn't." She sighed. "Might as well try tah get m'self cleaned up as possible."

"Order: We have to hurry."

"Right..." Red nodded, clambering up into Soundwave's servo for once, instead of him merely grabbing her. Walking out into the cleaning area again, Soundwave set her down near her own little area he had built for her while she was recharging. It was hooked up and accessorized like a normal human's bathroom.

"Ah man... thanks Soundwave!" She quickly hurried hurried over to it. Everything she needed, brand-new was stacked up inside. Soundwave turned around, and forced himself not to peek. She quickly took a shower, brushed out her hair and grimaced at her dirty, sweaty clothes. "All ah can do fer now." She sighed, putting them on and quickly rushing back over. Picking her up, Soundwave noticed the unclean clothes, and shook his helm. Walking for to a small cupboard, the pulled out and gave her a new pair of clothes. They were her own, Soundwave having Laserbeak to get them from her house. "Hah! Mah clothes!" She snatched them and hurried quickly back in, changing.

"Question: Done?" Soundwave asked after a minute.

"Yep!" She walked out, wearing her favorite red cargo pants and short-sleeved t-shirt, with a hole cut in it so her sparkchamber could stick out. "So let's getta move on b'fore Megsy blows a head gasket!" Picking her up, Soundwave took her to the room.


	14. Chapter 14: Upgrade

Patrolling the outside of her cell, Soundwave tried not to stay inside of her cell that often since he was also in charge of Tristan and Haley's. One, since he was so good with Red, and two he was the only one who the two listened to, and since they were now separated he had to keep double watch on them both. No way to wonder what those two were up to alone. Red was curled up sound asleep. It was the eve of her sixteenth birthday. And that was the night it was all going to change. It began simple. A small, stabbing pain. Red groaned, half asleep as it increased slowly. Suddenly, it stabbed her directly in her spark and she gasped and screamed, eyes snapping open as her body glowed an eerie red. Hearing her screams, Soundwave immediately ran into her cell, and looked at her glowing form. Red gasped and clutched at her chest as it beeped and slid open, revealing her now expanding, pulsing spark.

"Ggh... N-notta 'gain... AGH!!!"

"Question: What is happening?" Soundwave asked, having to shield himself from the pulsing energy.

"Ahm... Ahm upgrade'n-GAAAAAH!" She lurched her body upwards as her form slowly began to stretch out. Moving forward, Soundwave was pushed back into the wall from a sudden energy burst, thanks to her transformation. Shielding his optics, he waited for it to dimmer down enough before moving in. Red's body contorted, causing her to cry out repeatedly. "AGH!!! AHHHGGHHH!"

Reaching forwards, Soundwave retracted his servo, unsure on what to do. Red felt her body's stretching and development finally stop. Now she was the height of a seventeen-year-old, although at a glance one could tell she was much older than that. Looking up, Soundwave felt the energon in his veins run cold. It was... Elita?! Horrified, Soundwave began to back away from her, shock coursing through his systems. Red felt plating rip through her skin, making her cry out even more.

"GAAAAH!" She shrieked as dark red plating covered her body from head to toe. Standing up, Soundwave pressed himself to the wall. There was no doubt about it. There before him was the same type of Cybertronian he had befriended long ago. It hurt to look at her, making him thankful for his visor for once. As soon as it had stopped, the plating shrank back. Red toppled on her side, gasping for air, swear rolling down her face. "Ggh... hh..." She panted, exhausted. "S-Sound...?" She murmured.

Making his helm point in the general direction, he nodded towards her. "Ah... ah ain't feel'n so good..." Her body continued to glow red, although it had faded slightly.

"Reason: Upgrade." He shortly, said, his systems still not loading right. "Conclusion: Final."

Red was struggling to stay conscious. She was utterly exhausted but couldn't knock out, knowing if she did she would end up possibly causing a power-surge and the ship would crash. Sitting towards the wall, Soundwave watched Red's energy levels fall, so he left the room to find some food for her. Red's eyes widened. "Sound! G-Getta con-containment 'round meh or someth'n... someth'n that shuts down energay! Ah-ah pass out... 'an we'll beh a spot in 'th middle 'a Nebraska!"

Hearing her cries, he felt the urge to go back, but his processor was telling him to keep going. But hearing her last call, he turned on a containment field around the girl. Red blinked and whispered a soft 'thanks' before passing out. Red energy crackled and expanded, almost breaking the barrier, then dimmed and faded, leaving her new form sprawled on the floor. As Soundwave walked, he tried to shut out his memories of Elita-1. But he epically failed.

 

**Flashback...**

_Elita-1 rushed over to the gladiatorial arena of Kaon. She was horrified to learn that in the past few vernons she'd been gone, training in her old home, Soundwave had became a gladiator in the Pits. Zooming in and hastily buying a ticket, she zipped and sat down next to... "Orion?" She gasped, bewildered to see her old friend._

_"Elita!" The mech gasped. "How was your training?!"_

_"It went well... but when I got back and learned from Ratchet what's been going on...! Whew! And I can't believe how expensive the tickets are!" Her teal optics shuttered momentarily to recollect herself. "But anyways, I haven't seen you in vorns! Hah! You got taller!"_

_Laughing he nodded, and looked down at the arena. "Soundwave has gotten much stronger. I just hope he can take this guy. Megatronus said that down below he was a real hard cog to break."_

_Elita had grown and developed into a beautiful femme, he noticed. Her optics scanned the arena and she gasped as a tall, slim mech stepped from the shadows. "Soundwave??!!" She gasped._

_Orion nodded sadly. "Soundwave isn't much of a fighter, but his smarts get him through. Although... he's much better." He murmured._

_Elita watched as they released into the area a large, one-wheeled mech who was three times the size of Soundwave and probably more bulky than ever! "Oh my Primus he's going to get himself offlined!"_

_"Don't worry, just watch." Orion smiled reassuringly, already knowing how Soundwave fought._

_Elita watched as the mech roared, the crowd of Cybertronians booing and cheering as the match began. With a single optic locked onto Soundwave it charged, swinging it's fists the size of Elita herself. Standing his ground during the final clicks, Soundwave watched the bestial mech head right for him. The mech swung his fist with a sort of upper-cut, ready to send Soundwave to the Well of AllSparks. Seeing the beast get close enough to him, Soundwave dodged and watched as he ran into the walls. Sending out a tentacle into his back, he electrocuted his opponent. And that was all it took before he fell to his side. The audience both booed and cheered. Elita breathed a small sigh of relief. "Thank the AllSpark...!" Swerving away from the energon cans thown at him, he made optic-contact with Orion and waved a little, knowing that he always showed up for his and Megatronus' fights. Elita smiled happily and cheered, waving her servos wildly._

_"WOOO! GO SOUNDWAVE!!!"_

_Standing there, Soundwave froze at her voice. Turning to the seat next Orion, he saw the familiar, grown-up form of Elita-1. Soundwave waved at his Best Femme friend, and grinned underneath his visor. Elita grinned back, knowing Soundwave from helm to ped. "So what's been happening while I was gone? So far all I've heard is the talk about this 'Megatronus' mech and his followers." She asked Orion as they sat back down._

_"Megatronus has been fighting in this arena for awhile. Thought I have heard rumors of a group he is forming. For what reasons I don't know, and I spend most of my time with him now, so I've never met them either."_

_"Spending time huh? Well this new group sounds pretty intense. I mean, from all the talk in Crystal City, it sounds like they're wanting equality in ranks. It's what I've dreamt of happening ever since we were sparklings!" Optimus nodded, trying to hide his slight disagreement with her idea. Elita smiled at him. "And I have to say it again; you really did get tall! Now I'm starting to wonder if I'm going to be the shortest of all you guys!" She gave him a small punch of his shoulder-plating._

_"Perhaps you will upgrade soon." He mumbled, blushing slightly. He stood up. "Shall we go see Soundwave?" He asked, sticking his arm out to escort her to the catacombs._

_She smiled. "You're still the gentle-mech I remember!" Grabbing his arm, she hoisted herself up. "And nah... I already did. I've always been short for my age remember?"_

_"I see." He smiled, not really used to her rambling again, but it was nice to hear her voice again. She did turn into an extremely pretty femme. His sparkling-hood crush had grown up a lot._

_Elita followed Orion into the catacombs. Seveal gruff and grizzly mechs yelled at her, saying some things she wished she wouldn't hear, but once seeing Orion they quieted down._

_"He's here." Orion said and motioned to a cell door, letting her go first before following._

_Elita peered in. "Soundwave?" She called out. Standing up, he walked out from the corner of his cell, and looked at the femme. Waving, he smiled under his visor. Elita squealed and rushed over, practically tackling him to the ground in a hug. "Oh my Primus I missed you so much!" Giving a weak laugh, he pushed himself up and brushed his digit across her cheek. He had missed her familiar face so much. He couldn't believe she was there. "When I heard that they teared down our housing unit and you were in the Pits as a gladiator fighting I just sped over here as fast as I could...!"_

_At first he nodded, then shook his head. They had destroyed their home, but he was fine. "Truth: There was no reason for Elita to worry."_

_"Hey, your my brother! Can't I have a reason to worry?" She protested. In truth, she'd been looking for an excuse to return._

_Laughing, he grabbed her servo and dragged her outside, motioning for Orion to follow them. This wasn't the place for Elita to hang around. She followed, a bright smile across her faceplate. "How have you been doing? How many scars do you have?! Made any allies or enemies down here?!!" She rambled off._

_Shaking his head, he enjoyed her familiar rambling in her sweet tone. "Answers: Well, not one, and no." He said shortly, not wanting to tell her that he didn't get out much anymore since she left. All he did was fight and then go back to his cell._

_"And what's this I hear about a new political party? Bots have been talking in Crystal City! They say your the Chief or something to this Megatronus guy!" Looking down, he nodded sadly, not liking what he was doing but he needed to. It was the only way he got respect around there. "You know, I've been meaning to ask you if I could join in. I mean, what he's talking about is my dream! Equality in ranks! A new division! A whole new Cybertron!"_

_Pausing, he looked towards Orion's worried expression and sighed. "Elita: Must not join. Isn't what it seems."_

_"What? But Sound!" She protested. She thought that Soundwave would let her be with the group. She wanted nothing more than to lend her support!_

_"Truth: The group is not what it seems." He persisted, and in truth it wasn't. They said for equality, yet the leader was trying to take over. And was hurting whoever defiled him. It wasn't fair, it was cruel._

_Elita sighed. "All right... but I don't see the reason why your there!"_

_"It's because Soundwave almost bested Megatronus in battle." Orion explained._

_"Oh..." Elita sighed._

_"Soundwave: Take Elita to favorite spot?"_

_"Of course!" Elita's favorite spot was the cliff they often jumped off and flew together with. "Oh! Orion would you like to come?"_

_Soundwave looked back at the mech. Despite his visor, Orion felt the disdain and shook his helm. "No you two go. I need to talk to someone."_

_"All right..." Elita sounded a touch disappointed. "See you later I guess!" She waved at Orion and grabbed Soundwave's cervo, taking off and dragging him along. Soundwave jolted forwards, having trouble keeping up with Elita's speed. Honestly she'd gotten faster. And... very beautiful. He hadn't noticed before, but now being distanced for so long, he began to feel stronger feelings for her. More... he couldn't describe it. He wanted her all to himself. Forever. As his sparkmate. Did she feel the same way? Perhaps... but that Orion. He liked her too. And that made him jealous. Very jealous._

_"Sound!!! Cybertron to Soundwave!!!" Soundwave snapped back to Elita. "I said is everything okay?"_

_"Answer: Everything is fine." He brushed his digits across her cheek again._

**Flashback End...**

*******

Soundwave didn't look at the monitors at Red's cell. He knew she'd be safe, that nobody would dare to even touch her. Was it worth it, loving her? Caring about her? After his first love's betrayal, he could never deny the fact that his vow of silence was self-punishment. For speaking what he felt in his spark and ended up being shot down faster than a Kaonian criminal on death toll. Oh, how he loathed her. How he'd loved her. But he had been too little, too late.

_'Elita-1.'_ He thought to himself, pulling up her statistics on the monitor. How could he let her be taken away? He should have fought, should have-

Soundwave reasserted himself. Elita had rejected him, and now he had Red. Red... What was it about her that reminded him of his lost one? Even his cassettes, now all but one gone in the war had never touched his spark in the way she had. The way it fluxed, it was almost as if-

No, she couldn't be. She was only half Cybertronian! But nonetheless she had a spark... Quickly, Soundwave pulled up data on spark fluctuations when around another being, and his vents hitched. It was possible, and it was more than likely. Red was Soundwave's sparkmate.

_'No one can discover this.'_ He quickly erased his findings, and knelt down, holding his helm in his servos. He couldn't be her mate. She was too... too... perfect for him! He was a monster, Unicron's son straight out of the Pits. She was just a human girl with a haunted heart. What they had now would easily be taken advantage of if they were ever discovered to have truly sincere feelings. Worse, if they had a bond... it would be even easier to break her to pieces. 'Solution, must be that Red be avoided as much as possible.' He determined, shutting off the camera to her cell. He couldn't let her be his weakness, for her sake. Not anymore.


	15. Chapter 15: Gone

Red awoke the next morning, blinking hard to clear the fuzziness from her head. She looked over at the entrance to her cell, but saw no one there. No one at all. Soundwave was gone. "Sound...?" She called out. She got up and walked over to her cell door and looked around. He wasn't coming. Where was he? She was so used to him being there right then... _'Maybe he's running late. I'll just wait for him to come.'_ She thought to herself, slowly backing up and walking to her bed.

Soundwave, in reality, was watching from a camera. His spark pounding in his audio receptors. He couldn't face Red. Not after what he'd figured out.

 

**Flashback...**

 

_Sitting on the cliff that ended the first day Soundwave and Elita ever met, he sighed, watching the full grown femme look out over the city. She was the most beautiful thing he had ever seen, and his dreams had been about her since she left him. Elita turned her helm._

_"Hey Sound... it's funny. One solar cycle we meet and the next we're as close as can be. Brother and sister!"_

_Nodding, he fiddled with his long, slender digits. "Soundwave: Cares for Elita."_

_"I care for you too Sound!" She patted his shoulder-plating, smiling that same smile she had when he first met her._

_Sighing, he looked down at the hustle and bustle of mechs and femmes. "Soundwave: Really cares for Elita." He began again, not sure on how to word it._

_"Uhm... okay? I know you do, like a whole lot." Elita said. What was he getting at?_

_"Elita: Is the most wonderful, funny, and beautiful femme Soundwave has ever met." He told her. "Soundwave: Has missed Elita so much that he can't get her out if his processor."_

_Elita's cheeks darkened. "Sound!" She punched him in the shoulder-plating, then sighed happily. "I've missed you too." She hugged him gently._

_With a soft huff, he took in this embrace with every sensor. It might just be his last with what he was about to ask. "Elita: Will be Soundwave's sparkmate?"_

_Elita's optics widened and she pulled away. "Sound, are feeling okay?"_

_Nodding, he leaned in and slid up his visor a little, hoping this would change her mind. Grabbing her chin, he lifted it up and molded his mouth into hers, leaning his forehead against hers as well. Elita's optics widened all the more, and she gently pulled away._

_"S-Soundwave... I'm h-honored you love me like that and you think I'm pretty and stuff... but I don't love you like that! I see you like an older brother. Nothing more. And besides... I sort of... like... someone else."_

_Freezing momentarily, Soundwave felt his spark split. He threw himself out there and got crushed. "Who." He whispered._

_"... Orion." She told him. "Soundwave I'm sorry, it's just that... I doubt I could ever love you like you love me! I know Orion's shy and stuff, but lately I've been doing a lot of thinking, and I know he likes me a whole lot... so..." Standing up, he shook his head and began to play all of the memories he had of Elita. She stood up as well. "Soundwave, I just... wanted to clarify things. I was... going to ask Orion out earlier but you've been wanting so much time with me. Not that I'm ungrateful it's just that... Orion's just..." She stammered, trying to figure out how to word things._

_Feeling rage boil into his system, his helm tensed and he saw the bright letters of 'TERMINATION' run through. If he wasn't allowed to have Elita then no one could. He would kill Orion when he least excepted it. He was, after all, on the losing side of the battle Megatronus had planned._

_Elita saw him tense and froze. She knew what he got like when his helm tensed like that. "Soundwave, I can't be yours. I just don't love you!"_

_"Soundwave: Doesn't care. Reason: Elita deserves to be with Orion, until Orion is killed." He murmured, and began to turn to walk away. He would make sure Orion died... hopefully when Elita and him were together. Just so she could see and feel the pain he was causing her. "Elita: Lied." He stated coldly, sliding down his visor. "Soundwave: Will have no love for Elita or anyone again. Decepticons: Shall rule all." He finished._

_Elita's optics narrowed. "Soundwave you've changed! What's happened to you huh?! You're starting to sound like D-16 or whoever that bully was that attacked us all those vorns ago!!"_

_Turning around, Soundwave glared at the stupid femme. "Lord Megatron: Is no bully. Reason: He is the one who will set us free and destroy all who have hurt us." He promised, and clenched his fist. "Lord Megatron: Is Soundwave's leader, and Soundwave will serve him until his pain is terminated." He shuddered, and ran towards the cliff, shoving Elita down onto the ground and transforming mid-air. "Elita: Is no longer family to Soundwave."_

_Elita watched him leave, her optics dimmed. Soundwave had changed. Too drastically for her to imagine. He was... gone. From her probably forever. Slowly she got up and left. "Goodbye... my brother. I'll always love you." She whispered, shuttering her optics before going her separate way._

 

**Flashback End**

 

A Vehicon marched into the Communication's Room. "Commander Soundwave! Lord Megatron wishes for all Lieutenants and Commanders in the bridge immediately." He saluted. Nodding, he stood, shaking the memory file off and began to walk towards the bridge.

 

***

Everyone was gathered, including Airachnid, who sneered at Soundwave then stood at attention as Megatron entered. Ignoring the look from Airachnid, Soundwave waited Megatron's orders.

"We, today welcome back a lost soldier to our cause!"

"If I may be so bold, lord Megatron, who would that be?" Airachnid asked, raising an optic ridge.

"Shockwave."

Everyone watched in shock as the bulky, dark, one-opticed Decepticon stepped forward. Everyone had assumed, according to Starscream, that he had perished on Cybertron. That definitely seemed to be not the case. After briefly explaining his survival, Shockwave turned to Megatron. "I am very fascinated with the talk of a techno-organic." he began, and Megatron smiled.

"Soundwave has been given the personal duty to take care of the insect. Perhaps you could cause her cooperation."

Airachnid's smirk grew as she eyed Soundwave.

"You have two?" Shockwave asked. "I was referring to Airachnid."

Her smirk faded upon hearing this.

"Yes, I was merely referring to the human. We also have two human annoyances that you may experiment on." Megatron added.

"I wish not to create... merely study." He stated and Megatron nodded. It was worth a shot.

 

***

 

Red relaxed in her bed as Megatron, Soundwave and Shockwave walked to the cell. "Here is the half-fleshie." Megatron introduced, showing her cell and unlocking it.

Red sat up and glared. "Whaddya want THIS tahme-" She stopped her eyes widened. She locked onto the tall form of Shockwave. "No... NOOO!" Images flashed through her head, making her scream and back away. "G-GIT 'WAY FROM MEH!!"

"Her emotions are very illogical." Shockwave noted, and Soundwave looked from the back of the group, still nervous on seeing her face.

"She has been very resistant, but we've found out she has a liking to Soundwave. Though this upgrade, it seems, stops him from feeling the same now." Megatron laughed and Shockwave looked at Red, finding the familiar resemblance. Red couldn't pinpoint where she'd seen him. All that she had was a terrible feeling of dread.

"It makes my plans for her that much harder. Especially if he won't return it." Megatron seethed, and Shockwave looked at his leader.

"What precise plan?"

Laughing, he turned towards him. "My plan to use their love to power the end of this world. If they would go to any length to be with one another, then I could put a world between them."

Red's eyes widened all the more. "Is this human, really in relation to whom we think?" He asked, and Megatron shrugged.

"Either that or he just will never love her. Either way, it seems to have destroyed my plans."

Red looked at Soundwave, her eyes wide. "Sound..." She murmured, shaking slightly, her fear easily visible.

"Perhaps... may I be permitted to have time with the techno-organic?" Shockwave asked, and Megatron nodded.

"Let yourself refuel and rest and get your supplies ready. Then you may begin."

Red watched them leave and ran to the bars of the cage. Soundwave was the last to leave. As he approached the door... "SOUND DON'T LEAVE MEH!" She found herself shrieking.

Sighing, he instead headed to the storage room, and grabbed some apples before heading back to Red and sliding them towards her, keeping close to the corner. Red looked up at him. "Soundwave whut's wrong with ya?" She asked softly, noticing the difference.

"Answer: Red should not worry."

"Ah do. There's someth'n 'bout Shockwave that's make'n meh even MORE scared 'a 'im then ah am 'a watah!" She explained hastily. " 'An tha's say'n someth'n!"

"Soundwave: If working on a way to make sure Red is safe with Autobot faction." He told her, knowing that he might never get over this new upgrade and let her be Shockwave's pet.

"... Sound... whut if ah didn't go back? Sure, ah don't lahke 'th Cons, but if it's fer ya, then ah'd stay 'ere. Forevah."

"Red: Should not want that." He insisted. "Red: Should hate Soundwave."

"Ah don't hate ya Sound. Ah love ya!" Red told him.

"Elita: Hated Soundwave. Red: Should too." He pushed. "Orion: Also."

"So Elita hated ya! Ah ain't 'er Sound!"

"Red: Is more like Elita than she realizes." He murmured, and searched for the picture he was looking for.

"Lahke 'ow-so? Personalitay wise? B'cause that'd beh news tah meh!"

Pulling it up, he showed a photo of Elita alone, Elita and her sparkling, and then Red. "Elita: Is Red's sparkmother. Orion: Is sire." He admitted at long last.

Red's eyes widened when she saw Elita. Images flashed through her mind and she cried out, clutching her head. Elita... Her mother... her father... Shockwave... what happened to her that she couldn't remember but Soundwave knew?!

"Soundwave: Promised to protect his sister's daughter. Fact: And Soundwave kept it for years. Red: Is Protective target. Soundwave: Is failing."

".... 'ow did she die?" Red softly asked, sitting down. Her mother... Elita-1 was her mother...

"Answer: It was after Decepticons raided Crystal City, and Elita and sparkling were found." He began, sitting down. 


End file.
